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ALL SCRIPTS


		

                      " T E R M I N A T O R "

                                by

                           James Cameron



        Registered WGAw

        Fourth Draft
        April 20, 1983



--------------------------------------------------------------------


                             TERMINATOR



A1      TITLE SEQUENCE - SLITSCAN EFFECT                       A1

1       EXT. SCHOOLYARD - NIGHT                                1

        Silence.  Gradually the sound of distant traffic becomes
        audible.  A LOW ANGLE bounded on one side by a chain-link
        fence and on the other by the one-story public school build-
        ings.  Spray-can hieroglyphics and distant streetlight sha-
        dows.  This is a Los Angeles public school in a blue collar
        neighborhood.

        ANGLE BETWEEN SCHOOL BUILDINGS, where a trash dumpster looms
        in a LOW ANGLE, part of the clutter behind the gymnasium.
        A CAT enters FRAME.  CAMERA DOLLIES FORWARD, prowling with
        him through the landscape of trash receptacles and shadows.

        CLOSE ON CAT, which freezes, alert, sensing something just
        beyond human perception.

        A sourceless wind rises, and with it a keening WHINE.
        Papers blow across the pavement.
        The cat YOWLS and hides under the dumpster.
        Windows rattle in their frames.
        The WHINE intensifies, accompanied now by a wash of frigid
        PURPLE LIGHT.  A CONCUSSION like a thunderclap right over-
        head blows in all the windows facing the yard.

        C.U. - CAT, its eyes are wide as the glare dies.


1A/FX   ANGLE - DUMPSTER                                       1A/FX

        ELECTRICAL DISCHARGES arc from the dumpster to a water
        faucet and climb a drain pipe like a Jacob's Ladder.

                                              CUT TO:


2       EXT. SCHOOLYARD - NIGHT                                2

        SLOW PAN as the sound of stray electrical CRACKLING subsides.
        FRAME comes to rest on the figure of a NAKED MAN kneeling,
        faced away, in the previously empty yard.
        He stands, slowly.
        The man is in his late thirties, tall and powerfully built,
        moving with graceful precision.

        C.U. - MAN, his facial features reiterate the power of his
        body and are dominated by the eyes, which are intense, blue
        and depthless.  His hair is military short.

        This man is the TERMINATOR.

        He glances down, taking calm inventory of himself, and
        notices that a fine white ash covers his skin.  He brushes
        at it unconcernedly as he walks toward the fence, scanning
        his surroundings.

                                              CUT TO:


2A/FX   CRANE SHOT - SCHOOLYARD/CITY - NIGHT                   2A/FX

        CAMERA MOVES UP as Terminator approaches the schoolyard fence
        beyond which is an embankment rolling down in darkness to the
        cityscape below.  The school is perched at the edge of a pro-
        montory offering a respectable view of the urban sprawl teem-
        ing and glistening under a sullen sky.  The night clouds are
        shot through with occasional flashes of LIGHTNING, presaging
        a thunderstorm.

        Terminator stands, hands on hips in prefect symmetry, gazing
        down at the city as the CAMERA REACHES FULL HEIGHT.

                                              CUT TO:


3       EXT. PLAYGROUND - NIGHT                               3

        A beer bottle SMASHES on the ground.  PULL BACK to include
        its ex-owner and his two compatriots, YOUTH GANG MEMBERS,
        lounging on the jungle gym of a deserted playground.  They
        sport nondescript PUNK REGALIA...torn T-shirts, fatigue
        pants, combat boots or high-top sneakers, leather jackets.

        The leader notices something and sits up.

                                LEADER
                           (pointing)
                     Hey, hey...what's wrong with
                     this picture?

        ANGLE - REVERSE, seen past the lounging toughs, Terminator
        walks naked into a pool of streetlight, striding purpose-
        fully toward them.

        ANGLE - OVER TERMINATOR'S SHOULDER, as he approaches them.
        They slide from their perches and drop easily to the ground
        liquid shadows.

                                LEADER
                     Nice night for a walk, eh?

        Terminator stops right in front of them.

                                TERMINATOR
                           (without inflec-
                           tion)
                      Nice night for a walk.

        They surround him, all swagger and malign good humor.

                                SECOND PUNK
                      Washday tomorrow, huh?  Nothing
                      clean, right?

        Terminator eyes them without expression, unhurried.
        Reptilian.

                                TERMINATOR
                      Nothing clean.  Right.

                                LEADER
                      This guy's a couple bricks
                      short.

        Terminator turn to the second punk, ignoring the
        others.

                                TERMINATOR
                      Your clothes.  Give them to me.

        The punks exchange glances, dismayed.

                                TERMINATOR
                           (coldly)
                      Now.

                                SECOND PUNK
                           (bracing)
                      Fuck you, asshole.


        Without warning Terminator hammer-punches him in the temple
        with blinding speed.  The blow flings him with a CLANG into
        the jungle gym.  He drops to the ground in a still heap,
        eyes open, twitching.

        The leader whips out his SWITCHBLADE and slashes in one
        motion.  Terminator ducks back and catches the knife-
        wielder's wrist in an inhuman grip.  Then he punches the
        leader with piledriver force just below the breastbone.

        ANGLE - PAVEMENT, as the knife clatters down.  The punk's
        combat boots are on tiptoe, barely touching the ground.

        ANGLE - TWO SHOT, Terminator and the leader are close
        together as if dancing, but motionless.  Their bodies are in
        total shadow.  The punk's eyes are wide, his veins distended
        with an agonizing pressure.  Terminator jerks his fist back
        with a WET SOUND and the other drops OUT OF FRAME.

        The last tough is stumbling away, gaping with terror.  He
        backs into a chainlink fence, turns to run along it, finds
        he is in a corner.

        Terminator takes a step toward him, his gaze ominous.

        The punk begins shakily stripping off his clothes.
        Thunder peals overhead.

                                               CUT TO:

4       EXT. STREET/NEARBY - NIGHT                             4

        A light RAIN begins to fall.
        Terminator emerges onto the street from the playground,
        pausing in the pool of light under a streetlight to hike
        the collar of the punk's jacket.
               The rain streams down over his face, running into
        and over his eyes.  They do not blink.

                                               CUT TO:

5       EXT. DOWNTOWN STREET/ALLEY - NIGHT                     5

        Another part of the city.  Seedy apartments and storefronts.
        The streets glisten, hissing with sporadic late night traffic.
        SLOW PAN AND DOLLY into the mouth of a narrow alley lined
        with trash containers and fire escapes.  From a recessed
        doorway, two filthy legs sprawl out onto the wet pavement.
        An angry, inarticulate DRUNKARD'S MONOLOGUE rises occasionally
        above the rain sounds.

        ANGLE - DOORWAY,  The derelict rouses from his bitter stupor
        as a brilliant purple glare lights up the wet brickwork
        around him.  A shockwave hurls trash into the air.
        Painted over windows shatter.
        Rat scurry, blinded.

        A FIGURE drops INTO FRAME as if out of the sky and smacks
        the pavement with a muddy splash.

        C.U. - DERELICT, as he blinks at the fading glare, amazed.

        A NAKED MAN, compact and muscular, rises in a defensive
        crouch.  KYLE REESE is 22, but his face has been aged by
        ordeal, the mouth hard, eyes grim.  A crinkled burn scar
        traverses one side of his face from chin to forehead.  Other
        scars, from burns and bullets, mar his hard-muscled body.

        The rain washes a fine coating of white ash from his skin
        as electrical ARCS lace back and forth between the fire
        escapes behind him, HISSING and SPUTTERING.  The sound
        fades, then stops altogether, to be replaced by a rising
        scream of animal agony.

        Reese lurches to his feet and sprints across the alley.

                                               CUT TO:

5A/FX   OMITTED                                                5A/FX

6       OMITTED                                                6


7       EXT. FIRE ESCAPE - NIGHT                               7

        CAMERA MOVES WITH REESE as he leaps to the fire escape and
        clambers up to the first landing to crouch beside another
        NAKED MAN who appears to be entangled in the ironwork.  The
        man is contorted with pain as his screams die to a shivering
        gasp.  CLOSER ANGLE reveals that he has been skewered through
        the abdomen by the horizontal iron slats and through the
        shoulder by a railing.  He has materialized in the same
        space occupied by the fire escape structure.  The figure
        slumps, motionless.

        Reese quickly checks for signs of life.  The man is dead.

        Reese descend to the alley floor and crosses to the drunk
        huddled in the doorway.

        A pair of flamboyantly dressed women, obviously working
        girls, passes by the alley mouth.  They do a double take
        when they see Reese, but walk on without breaking stride,
        completely jaded.  He's certainly not a potential customer.

        Reese crouches down as if to speak to the drunk.

                                DERELICT
                      Say, buddy...did you see a
                      real bright light?

                                               CUT TO:

8       EXT. ALLEY/SAME - NIGHT                                8

        A brilliant white glare stabs into the alley mouth as an
        LAPD cruiser glides slowly by on the street.  The search-
        light illuminates the figure of Reese, crouching over the
        sprawled drunk, just pulling on the other's trousers.

        The cruiser chirps to a stop.  The doors fly open and two
        cops leap out.

                                FIRST COP
                      Hold it, right there!

        Reese hitches his pants and bolt like a shot.  The cops
        draw their guns and race into the alley after him.

        HANDHELD CAMERA or PANAGLIDE, rushing with Reese along the
        narrow alley.  He vaults a pile of tumbled trashcans.
        Whips around a corner.  Leaps the hood of a parked car in
        the cross alley.

        PANAGLIDE PRECEDING COPS, as they snake through the night
        maze.

                                               CUT TO:

9       EXT. CROSS ALLEY - NIGHT                               9

        PANAGLIDE WITH REESE as he hits a chain link gate at a
        dead run and scrambles over it.

10      EXT. ALLEY JUNCTION - NIGHT                            10

        WHIP PAN ON COPS, skidding to a stop at the corner in time
        to see Reese vault the fence.  They separate.

        DOLLY WITH SECOND COP, as he runs to the gate.

                                               CUT TO:

11      EXT. ALLEY/NEARBY - NIGHT                              11

        LOW PANAGLIDE WITH REESE, running full tilt, displaying
        incredible agility.

        REESE'S POV, the alley walls blur by.  The view of a hot-
        wired rat in an urban maze.

        C.U. - REESE, CAMERA hugging him as he sprints and turns,
        alternately front-lit, side-lit and silhouetted as the
        electric glare of the city wheels about him.

        ANGLE - ALLEY MOUTH, Reese flashes though intermittent
        cross-lighting in the B.G.

        Another unit arrives out front and Reese melts back into
        the alley, only to see a cop round the corner behind him.
        Sandwiched.  Reese crashes into a steel door, rending the
        lock, and vanishes into the darkness within.

        The newly arrived cops are a K-9 unit.  They open the back
        door of the squad car to release a large black Doberman.

                                               CUT TO:


12      INT. DEPARTMENT STORE - NIGHT                          12

        Reese finds himself among the display racks of a discount
        department store.  A searchlight stabs in the front
        window as he dashes into the maze of aisles.

        Three cops enter behind him through the shattered door.

        FAST PANAGLIDE WITH REESE, as he crab-runs low among the
        moving shadows where flashlights quarter the darkness.  He
        bolts the open space behind a display window.  Sees the
        outside searchlight sweep toward him.  Freezes.

        ANGLE - REESE, his feral face frozen among the smooth-
        featured, smiling mannequins.  As the light passes, Reese
        silently moves on.

        ANGLE - COP, passing the end of a long aisle B.G. while in
        the F.G. a hand ENTERS FRAME, removing a knit shirt from a
        hanger.  Reese slips the shirt on quietly and does a fast
        crab-walk across the aisles to melt into the other racks
        and shadows, CAMERA MOVING LOW with him.

                                               CUT TO:


13      INT. DEPARTMENT STORE/AISLE - NIGHT                    13

        With a shocking GROWL the police dog hurtles out of the
        shadows, LEAPING RIGHT AT CAMERA.

        ANGLE - REESE AND DOG, a dark blur with teeth, extremely
        Doberman, flies toward Reese.  He spins.  Catches it by
        the throat in mid-air. Arcs it to the floor with unflinching
        precision.

        C.U. - DOBERMAN, suddenly on its back and held by the throat,
        THE DOG YELPS and stares at Reese, who leans very close.
        Inches from its eyes he fixes it with a gaze of uncompromis-
        ing dominance.  Some ancient communication seems to pass
        between the two.

        Reese releases the animal and turns his back on it, selecting
        a long overcoat from a rack.  The dog backs away from him,
        stiff-legged and confused.

                                               CUT TO:


14      INT. DEPARTMENT STORE - NIGHT                          14

        TRACKING WITH REESE as he rounds a corner on the run, still
        shrugging into his long coat.
        Running smack at him is another cop, gun aimed.

        Without slowing, Reese leaps toward him, twisting in mid-air
        like a cat.  The cop FIRES. Misses.  Goes down under Reese's
        tackle and they slide together on the polished floor.

        Before they even come to rest Reese snatches the cop's gun,
        aiming it at the other's face two-handed.

                                REESE
                      What day is it?  The date...

                                COP
                      Thursday...uh...May twelfth.

                                REESE
                           (viciously)
                      What year?

        A SHOT whines off the metal side of an escalator behind
        Reese's head.  He vaults the escalator rail, leaving the
        amazed cop lying on the floor.

        Reese bounds up the frozen steps, pocketing the .38 Police
        Special in his coat.

        Cops dash through the maze of aisles, converging at the
        escalators.

                                               CUT TO:

15      INT. DEPARTMENT STORE/SECOND FLOOR - NIGHT             15

        WHIP PANNING WITH REESE, as he hurtles between displays.
        He stops for a moment beside a rack of shoes.  Slaps one of
        a pair of tennis shoes sole-to-sole against his bare foot.
        Too small.  Another.  Holding the shoes he runs on.

                                               CUT TO:

16      EXT. SECOND FLOOR FIRE ESCAPE LANDING - NIGHT          16

        A door opens quietly and Reese slips out.

        CAMERA TRACKS WITH HIM as he moves like a panther along the
        narrow catwalk.  TILT DOWN to include the first LAPD cruiser
        parked at the mouth of the alley.

                                               CUT TO:

17      EXT. ALLEY/STREET - NIGHT                              17

        Reese drops cat-like beside the unattended police car.
        Cautiously, he opens the door of the cruiser, removes the
        RIOT GUN, an Ithaca pump model, from the dash rack and slips
        it under his coat.  Cradled in a vertical position, the
        shortened weapon is virtually invisible.

        He walks out onto the street and away,  unhurriedly, an
        innocuous pedestrian soon lost in the rain.

                                               CUT TO:


18      EXT. STREET/NEARBY - NIGHT                             18

        Reese enters a telephone booth.  Harsh light rakes across
        his face, outlining the long scar.  He opens the directory,
        leafs through it.

        ANGLE - MACRO ON PAGE, Reese's finger slides down a column.
        Stops beside the following listings in the big metropolitan
        white pages:
        CONNOR, SARAH
        CONNOR, SARAH ANN
        CONNOR, SARAH J.

                                               DISSOLVE TO:


19      EXT. CITY STREET - MORNING                             19

        The night's rain has given way to a typical L.A. morning
        of diffuse sunlight.

        MOVING WITH A GIRL on a MOPED as she zips through traffic.
        SARAH CONNER is 19, small and delicate-featured.  Pretty in
        a flawed, accessible way. She doesn't stop the party when
        she walks in, but you'd like to get to know her.  Her vulner-
        able quality masks a strength even she doesn't know exists.

        Sarah maneuvers nimbly, apparently in a hurry.

                                               CUT TO:


20      EXT. BIG BOB'S RESTRAUNT - DAY                         20

        Sarah buzzes into the parking lot of Big Bob's Family
        Restaurant and chains the moped to the icon of Big Bob
        himself.  The fiberglass cherub holds up his mammoth
        hamburger in perpetual homage to whatever deity watches
        out for fat kids.
        Sarah removes a stack of college textbooks from the luggage
        carrier and tuns to go into the restaurant.

                                SARAH
                           (to Big Bob)
                      Watch this for me, big buns.

                                               CUT TO:

21      INT. BIG BOB'S/DINING AREA                             21

        HIGH WIDE SHOT prominently featuring a VIDEO SURVEILLANCE
        CAMERA F.G. as Sarah enters below.  She passes under another
        video eye as she crosses the main floor of the wholesomely
        appointed eatery.  Sarah goes through the swinging STAFF
        doors under a third camera.

                                                CUT TO:


22      INT. MANAGER'S OFFICE                                  22

        The office is closet-like, lit by the glow of several
        security monitors.  CHUCK BREEN, day manager, pimply and
        officious,watches Sarah in an overhead view of the service
        corridor.  He punches a switch and reaches for a microphone
        on a studio gooseneck.

                                               CUT TO:

23      INT. SERVICE CORRIDOR                                  23

        Sarah glances up as Breen's voice rasps from a ceiling speaker.

                                BREEN (V.O.)
                      Sarah?

        She answers the empty hallway.

                                SARAH
                      Yes, Chuck?

                                BREEN
                      Come to the office, please.

        She turns back toward the office door at the end of the
        corridor.

                                               CUT TO:


24      MANAGER'S OFFICE                                       24

        Sarah opens the door to Breen's closet control center.

                                SARAH
                      Mission control to Chuck,
                      come in...

                                BREEN
                           (without looking
                           up)
                      You're late.

        Sarah is undaunted.

                                SARAH
                      Aren't I worth waiting for?

                                BREEN
                      Not really.  Do you think you
                      can get here on time if I put
                      you on the floor as a waitress?

                                SARAH
                           (grinning)
                      I don't know.  I kinda had
                      my heart set on being a
                      cashier the rest of my life.

                                BREEN
                      The pay's the same but you'll
                      make more in tips.

                                SARAH
                      Thanks, Chuck.  I need the

                      money.  Can I still work the
                      hours around my classes?

        Breen turns to punch up a display on the restaurant's
        small accounting computer.  Sarah looks over his shoulder
        as he modifies the week's schedule.

                                BREEN
                      Mmm.  Same schedule's okay.

                                SARAH
                      Alright!

                                BREEN
                           (gravely)
                      Can you handle it?

                                SARAH
                      It's not brain surgery,
                      Chuck.

        Breen hands her an apron ceremoniously.

                                BREEN
                      Here you go.  You're a
                      Bob's Girl now.  Nancy
                      will check you out.

                                SARAH
                      I won't let the fat kid down.

                                               CUT TO:

25      OMITTED                                                25


26      INT. LOCKER ROOM - DAY                                 26

        ANGLE - TIGHT ON LOCKER DOOR as it slams shut, revealing
        Sarah transformed into a "Bob's Girl".
        Her hair is in a bun.
        White blouse.  Short flared skirt and apron with a bow.
        She resembles a suburbanized peasant maid looking for a
        goat to milk.

        Sarah confronts her reflection in the mirror, pondering
        its absurdity.
        She pinches her sheeks.
        Smiles vacuously.

                                SARAH
                      Hi, I'm Sarah and I'll be
                      you waitress.
                          (pause)
                      I'm so wholesome, I could
                      puke.

                                               CUT TO:


27      EXT. PARKING LOT - DAY                                 27

        TIGHT ON CAR SIDE WINDOW, as a figure approaches, reflected
        in the glass.  A fist punches through the window, shattering
        it.  The thief unlocks the door and gets behind the wheel.
        It's Terminator.

                                               CUT TO:


28      INT. YELLOW MAVERICK - DAY                             28

        With a blow from the heel of his hand Terminator smashes loose
        the ignition assembly and strips the wires with a brutal
        twist of his fingers.  Touching the proper wires he starts
        the car.

                                               CUT TO:


28A     EXT. PAWN SHOP - DAY                                   28A

        Terminator walks past the long display window of an
        enormous pawnshop emporium.  Signs declare, among other
        things, GUNS and AMMO is red block letters.
        Terminator passes the appliance section, and the pictures
        on a row of TV sets distort and break-up sequentially as
        he walks by, returning to normal behind him.

        He enters the store.

                                               CUT TO:


29      INT. PAWN SHOP - DAY                                   29

        TIGHT ON GLASS COUNTERTOP as an AR-180 ASSAULT RIFLE WITH
        SCOPE is laid beside a number of other guns: a COLT K-
        MODEL .45 ACP, a SMITH AND WESSON .38 FOUR-INCH, a BERETTA
        .225 ACP.

                                TERMINATOR (V.O.)
                      ...the Remington 1100 Autoloader...

        WIDE as the CLERK, who looks like a sick lizard, pallid
        and paunchy, takes the rifle from a wall rack.  He lays it
        beside the arsenal of perfectly legal anti-human artillery
        already on the glass counter.
        Terminator scans expressionlessly for additional selec-
        tions.

                                CLERK
                      Anything else?

                                TERMINATOR
                      A phased plasma pulse-laser in
                      the forty watt range...

                                CLERK
                           (annoyed)
                      Just what you see, pal.

        He indicates the display case and wall racks with a
        minimal gesture.

                                TERMINATOR
                      The Uzi 9 millimeter.

                                CLERK
                           (setting  it out)
                      You know your weapons, buddy.

        Terminator examines each in turn, working the actions with
        curt, precise movements.

                                CLERK
                           (continuing)
                      Any one of them's ideal for
                      home defense. Which'll it be?

                                TERMINATOR
                      All.

        The clerk digs deep and finds a scrap of a smile.

                                CLERK
                      Maybe I'll close early.
                      Cash or charge?

        Instead of replying, Terminator takes a box of shotgun shells
        from a stack on the display case.

                                CLERK
                      Sorry, I can't sell the ammo
                      with the guns.  You'll have
                      to---Hey!

        Terminator has calmly begun feeding the shells into the
        shotgun.

                                CLERK
                           (continuing)
                      You can't to that...

                                TERMINATOR
                           (evenly)
                      Wrong.

        He raises the barrel and pulls the trigger.  The gun THUNDERS.

                                               CUT TO:


30      EXT. GAS STATION/PHONE BOOTH - DAY                     30

        The yellow Maverick pulls to a stop beside a single phone
        booth.

        MOVING WITH TERMINATOR, as he gets out, walks to the booth
        and rapidly pulls its occupant out by his greasy T-shirt,
        flinging him backward into the parking lot.  The guy is
        bear-like, slab-handed, but Terminator doesn't even glance
        back as he steps in to take the man's place.

                                MAN
                           (outraged)
                      Hey, man...

                                               CUT TO:

31      PHONE BOOTH

        A woman's voice, a faint reedy monologue, issues from the
        dangling receiver.
        Terminator leafs rapidly through the directory.

        ANGLE - C.U. PAGES FLIPPING

        ANGLE - MACRO SHOT, as Terminator's finger comes to rest
        beside a now-familiar listing:
        CONNOR, SARAH

                                               CUT TO:


32      INT. BIG BOB'S/DINING AREA

        Sarah is bustling about, trying to service the start of
        the dinner rush.  In waitress parlance, she's 'in it'.
        She runs the gauntlet between tables, precariously balancing
        two full dinner plates on one arm and hand-carrying a
        third.  A customer tugs on her apron for attention and she
        barely averts contributing the chili size to his wardrobe.

                                CUSTOMER
                      Honey, can I get that coffee
                      now?

                                SARAH
                      Yes sir, just a second.

        She reaches her table after near collisions with a Mexican
        busboy and two teenage girls doing cheerleading routines
        in lock-step.

                                SARAH
                      Who gets the Burly Burger?

                                CUSTOMER TWO
                      I ordered Barbecue Beef.

                                CUSTOMER THREE
                      Does mine come with fires?

                                CUSTOMER FOUR
                      He's got the Barbecue Beef,
                      I've got a Chili-Beef Deluxe.

                                SARAH
                      Okay, who gets the Burly Beef?

                                CUSTOMER AT NEXT TABLE
                      Miss, we're ready to order.


        In the process of setting down all the plates Sarah knocks
        over someone's water glass.

                                SARAH
                           (mopping fran-
                           tically)
                      Oh, sorry.  That's not real
                      leather, is it?

        As she cleans up the spill, a kid at the next booth reaches
        over and dumps a scoop of ice cream into the top pouch of
        Sarah's apron

        She stares down at the mess melting over her hard-earned
        and sags with defeat.  NANCY, a plump, gum-chewing waitress,
        stops beside her to whisper.

                                NANCY
                      Look at it this way: in a
                      hundred years, who's gonna
                      care?

                                               CUT TO:

33      EXT. SUBURBAN STREET - DAY

        ANGLE on a standard-issue L.A. suburban street with kids
        racing Big Wheels B.G.

        LOW ANGLE with the FRAME comprising a single house, toy-
        littered lawn and mailbox.  EXTREME F.G., by the curb, is
        a CHILD'S PLASTIC TRUCK.

        There is the sound of a CAR ENGINE approaching, and the
        front of the yellow Maverick appears, stopping at the curb.
        Its front tire  CRUSHES the toy.

        PANAGLIDE ON TERMINATOR, preceding him as he steps out of the
        car, pauses by the mailbox to check the name, and strides
        toward the house.

        A YOUNG BOY, playing in the driveway, watches him pass.  The
        boy's DOG, a small Terrier, growls low and mean, crouching
        back from Terminator.

        He rings the doorbell and waits, motionless.
        The door opens a few inches, held by a security chain,
        revealing a frail MIDDLE-AGED WOMAN in apron and rubber
        cleaning gloves.

                                TERMINATOR
                      Sarah Connor?

                                WOMAN
                      No, she's upstairs.  Who
                      shall I say is--

        Terminator breaks the chain and pushes past her as if she
        didn't exist.

                                               CUT TO:


33A     INT. HOUSE/FOYER                                       33A

        PANAGLIDE ON TERMINATOR, preceding his as he crosses the
        foyer and mounts the stairs.  The woman starts after him.

                                WOMAN
                      What do you think you're--
                      My God!

        She gasps and stops in her tracks as Terminator smoothly
        pulls the .45 from under his jacket and snaps the cocking
        slide.

                                WOMAN
                           (screeching)
                      Oh my God...Sarah!

                                               CUT TO:

33B     INT. BEDROOM                                           33B

        Installed on her bed for an afternoon of 'soaps' is the
        WRONG SARAH CONNOR.  ELECTRODE PADS exercise her doughy
        thighs as the 35 year old divorcee watches "GENERAL HOSPITAL".
        She calls out distractedly:

                                WRONG SARAH CONNOR
                      What is it, Mom?

        She jumps as the door BANGS open.  And stares in dumb
        amazement as the good-looking, intense-eyed man in the
        strange clothes raises a pistol.

        And aims it at her face.

        It all seems less real than "GENERAL HOSPITAL" in that
        half-second before he FIRES.

                                               CUT TO:

33C     INT. FOYER                                             33C

        The mother is fumbling with a telephone when she hears
        the SHOT.  The silence stretches for several BEATS.  Then
        FIVE MORE SHOTS are heard.
        The woman screams and drops the phone as she stares upward.

        ANGLE ON CEILING above her.  With each successive shot a
        chuck of plaster explodes off the ceiling.

                                               CUT TO:

33D     INT. BEDROOM                                            33D

        LOW ANGLE ON TERMINATOR, standing with the .45 aimed
        down at the dead woman, just OUT OF FRAME on the floor.
        He unhurriedly removes the spent clip, reloads the weapon
        and replaces it under his jacket.

        Crouching down, he turns the woman's body over, confirming
        that she is dead.

                                               CUT TO:

33E     INT. FOYER                                             33E

        The mother is frantically dialing the phone.  She mis-
        dials, starts over.  Then stops as she hears the bedroom
        door open.

        Terminator stands at the head of the stairs.
        His hand is bloody where he grasped the dead woman's
        shoulder.

        He starts down the stairs.
        The mother stands paralyzed, unable to breathe.
        He reaches the main floor and walks toward her.
        She edges into a corner, eyes wide.
        He reaches out.

        And wipes his hands clean on her apron.

        Terminator walks out, without expression, leaving the
        woman to sag to the floor in a faint.

                                               CUT TO:


34      INT./EXT. SERVICE TUNNEL - DAY                         34

        TIGHT ON KYLE REESE'S HANDS as they make the last few
        strokes with a hacksaw to sever the wooden stock from
        the riot gun.  It clatters to the ground, leaving a short
        stump, like a pistol grip.

        CUT WIDER as Reese hefts the weapon.  He is crouched in
        an underground service tunnel below a busy street.  Shadows
        of people walking across a grating in the sidewalk above
        him flicker past.  They can't see him in the darkness below
        their feet as he checks the gun's action carefully.  He
        slips it under his overcoat where it hangs from a jerry-
        rigged sling.

                                               CUT TO:


35      EXT. STREET - DAY                                      35

        Reese emerges from a stairwell behind a service station,
        his overcoat done up to the top button.
        He walks through the sparse morning crowd on the cluttered,
        overbuilt commercial street.
        He is out of sync.
        A stranger in a strange land.
        He holds himself tightly reined, cautious and feral as he
        moves among the unconcerned pedestrians.
        His eyes flick rapidly about.
        He is seeing this Babylon for the first time.

        Reese stops at a hole-in-the-wall take-out stand.  He
        watches people walk away with food.  Moves closer.
        Scrutinizes the next man as he orders.

                                TAKE-OUT CUSTOMER
                      Gimme a falafel with yogurt
                      dressing and, uh, Baco-bits.

        The counterman hands him his food and change wordlessly
        as Reese steps up.

                                REESE
                      Gimme a falafel with, uh,
                      yogurt and Baco-bits.

        The counterman barely looks up as he passes the mess
        through the window.

                                COUNTERMAN
                      That'll be one-sixty.

        He glances up and Reese is gone.  He leans half out the
        window.

                                COUNTERMAN
                           (continuing)
                      Hey!  Son-of-a-bitch.

                                               CUT TO:

35      EXT. ALLEY - DAY                                       35

        Reese crouches in an alley, out of sight of passersby,
        wolfing his food.  The sauce runs down his sleeve but he
        doesn't notice.

                                               CUT TO:


35A     INT. BIG BOB'S/DINING AREA - DAY                       35A

        An old man with a shrunken, ungenerous face scowls at
        the menu as Sarah wipes the tabletop in front of him.

                                SARAH
                      I haven't seen you in here
                      lately, Mr. Miller.

                                MR. MILLER
                      What's it to ya?

                                SARAH
                      You must have a girlfriend.

                                MR. MILLER
                      That's none of your business.

                                SARAH
                      Aha!  Is she young?

        Mr. Miller lowers his menu and glares at her.

                                MR. MILLER
                      Compared to me she is.  How

                      come you're not at the cash
                      anymore?  They catch ya steal-
                      ing?

                                SARAH
                           (smiling)
                      What's it to ya?

        When she leaves, the old man is grinning, behind the menu,
        where no one can see him.

                                               CUT TO:

36      INT. BIG BOB'S/SERVICE CORRIDOR                        36

        Sarah rounds the corner, walking fast as she undoes her
        apron.  She calls out to the walls without looking up.

                                SARAH
                      I'm on break, Chuck.  Carla's
                      got my station.

        As she approaches the locker room where the girls take
        their coffee breaks, the door bursts open and Nancy
        beckons to Sarah.

                                NANCY
                           (excitedly)
                      Hurry up.  It's about you...
                      I mean sort of...Come on!

                                               CUT TO:


37      INT. BIG BOB'S/BREAK ROOM                              37

        Nancy guides Sarah to the small black and white portable
        TV in the corner.  Two other girls, smoking cigarettes
        with their shoes off and nyloned feet on the table, are
        already watching.  One glances at Sarah.

                                WAITRESS
                      Hey, Sarah.  This is weird.

        They huddle around the set, intent on a newscast in progress.

                                TV ANCHORWOMAN
                      ...and a police spokesman at
                      the scene refused to speculate
                      on a motive for the execution-
                      style slaying of the Encino
                      housewife.  He did however say
                      that an accurate description of
                      the suspect has been compiled
                      from several witnesses.  Once
                      again, Sarah Connor, thirty-five,
                      mother of two, brutally shot to
                      death in her home this afternoon.

        As the news grinds on, Sarah gazes unseeingly at the screen.
        Nancy claps her on the shoulder, laughing.

                                NANCY
                      You're dead, honey.

                                               CUT TO:


38      EXT. HEALTH CLUB - DUSK                                38

        Sunlight is dying when Sarah swings her moped to the curb
        in front of the 'GOOD LIFE SPA', a large, crowded health
        club.

                                               CUT TO:


39      INT. HEALTH CLUB/AEROBICS STUDIO                       39

        MUSIC BOOMS and masses of leotarded cellulite sway in close
        F.G. as CAMERA DOLLIES along a row of panting, stretching
        women.  In deep B.G. Sarah slips in through the door and
        waits against the wall while the human dynamo, GINGER VENTURA,
        leads the class energetically.  Ginger, Sarah's roommate,
        is a party-stopper.  Red-haired, athletic, sensuous.  She's
        pretty enough when still, but stunning in motion.  And she's
        in motion.

        Ginger yells commands and cheerfully dives into contortions
        to the BEAT of a MOTOWN FAVORITE.
        MARCO, a handsome, well-defined guy wearing a tight STAFF
        T-shirt, strolls up for a drink at the water fountain next
        to Sarah.

                                MARCO
                      Hi. I've seen you around.
                      You're cute.  Cute I remember.

                                SARAH
                      I'm Sarah.  Ginger's roommate.

                                MARCO
                      Yeah, right.  I'm Marco.

        The dance tape ends.

                                GINGER
                      ...and three aaand four!  And
                      that's it ladies!  Now, didn't
                      that feel good?

        The group collapses ensemble.  A chorus of groans.

                                GINGER
                      Let's think positive or next
                      time I'll play the FM version.

        Ginger walks over to Sarah as the class disperses.  Marco
        is leaning on the wall next to Sarah, who is enjoying the
        attention.

                                SARAH
                      ...yeah, really?  Say some-
                      thing in Italian.

        Before Marco can reply, Ginger pulls the front of his gym
        shorts out and peers down.  She shakes her head.

                                GINGER
                      You're wasting your time, kiddo.
                      Let's go.

        She grabs Sarah by the arm and pulls her out the door.
        Sarah catches a glimpse of Marco's expression over her
        shoulder as the door closes.

                                               CUT TO:

40      INT. HEALTH CLUB/STAIRS AND CORRIDOR                   40

        PANAGLIDE WITH THE TWO GIRLS, as they descend to the first
        floor and enter a hallway
        Sarah is gasping with laughter.

                                SARAH
                           (weakly)
                      I don't believe you did that.

        Ginger is adjusting her ever-present WALKMAN-TYPE CASSETTE
        PLAYER at her hip.  She slips on the earphones as they walk
        along.
        Sarah feigns outrage.

                                SARAH
                           (continuing)
                      I had him hooked.  He was
                      just about to ask me out.
                      I could tell.

                                GINGER
                      That guy's a jerk.  I did
                      you a favor.

                                SARAH
                      I'll do the same for you
                      sometime.

        Sarah laughs and claps her friend on the back.  They turn
        in at a door marked WEIGHT ROOM.

                                               CUT TO:

41      INT. WEIGHT ROOM                                       41

        SEVERAL ANGLES, on glistening arms, legs, torsos merging
        into bio-mechanical kinetic sculptures with the chrome-steel
        levers and tubes.  The CRASH and SQUEAL of metal against
        metal.

        In F.G., two Conan-esque arms thrust upward, glistening.
        Ginger's boyfriend, MATT McCALLISTER, the assistant manager
        of the club, strains out his last reps, bench-pressing
        enormous weight on the Nautilus machine.
        Despite his imposing appearance, Matt is one of the warmest
        people you'd ever want to meet.
        His face is contorted, muscles knotted for the last push.
        He heaves it up with a guttural cry.
        Lowering his weights with a CLANG, Matt lies panting, arms
        dangling at his side, eyes closed.
        A pair of female legs appear.

                                GINGER (V.O.)
                           What's this? Sleep therapy?

        Matt opens his eyes.

                                GINGER
                           (continuing)
                      You think somebody's gonna
                      do this for you?  Look at
                      those shriveled bi's.  And
                      you haven't worked lat's or
                      ab's since Wednesday.

                                MATT
                           (smiling)
                      Hello, sweetheart.  Had a
                      rough day?

                                GINGER
                           (softening)
                      Come here, wimp.

        She leans down as he sits up and they meet in a kiss that's
        bad for the other guys' discipline.

        Sarah waits until they break the clinch to speak.

                                SARAH
                      Hi, Matt.

        Matt look backwards over the bench, and replies, upside-down.

                                MATT
                           (grinning broadly)
                      Heeey!  It's my favorite
                      Sarah.  Hi, babe.

        Ginger pulls the pin on Mat's weights and re-inserts it
        beneath the entire stack, the maximum weight.

                                GINGER
                      Alright, warm-ups are over.
                      Back to work, Bunky.

        Ginger readadjusts her headphones as the two girls walk away.

                                MATT
                      'Bye beautiful.  You too,
                      Ginger.

        Two weightlifters nearby look at each other, than at Matt.

                                WEIGHTLIFTER
                      Bunky?

                                               CUT TO:

42      EXT. HEALTH CLUB/STREETS - DUSK                        42

        Sarah lurches away from the curb on her moped, almost
        spilling Ginger who is attempting to ride double.  They
        swing out onto a main thoroughfare and careen through
        the bumper-to-bumper traffic.
        Sarah maneuvers deftly though overloaded and unstable.
        Ginger doesn't know whether to laugh of scream at the
        near-misses.
        She does both.

                                               CUT TO:


43      OMITTED                                                43


44      EXT. STREET/CONSTRUCTION SIGHT - DUSK

        On a side street the girls pass an excavation site  between
        high-rises.  They pass OUT OF FRAME as CAMERA HOLDS on the
        construction area and Ginger's shrieks fade.

        In the F.G., under an overpass, Reese sits is a car watching
        the powerful machines moving earth.
        He's in a late-model non-descript GREY SEDAN, one of a row
        of cars gathering dirt beside the construction site.
        Crab-armed back-hoes and massive caterpillars ROAR through
        a curtain of dust, under intense floodlights.  A power-shovel
        moves its great arm, lighting its own way with an arc-light.

                                               CUT TO:


45      INT. GREY SEDAN                                        45

        Reese sits motionless in the dark.  Waiting.  The clock in
        the dash ticks quietly.
        He flips on the radio.  A fatuous POP ROCK STATION.
        Reese fishes a magazine off the dirty floor.  His over-
        coat is off, draped over the shotgun on the seat beside
        him.
        His bare arms are sinewy and scarred.

        Reese flips the page of COSMOPOLITAN.
        He look at the glossy photos, the glossy women.
        Fantasy women.  Svelte and seamless.
        The ads fascinate him too: Caribbean vacations and blended
        whiskeys.
        His head sags against the door.
        He gazes dully at the tracks of a passing CATERPILLAR as they
        chew through the dirt.
        The ROAD and CLATTER of treads intensifies as his eyes close.

                                               CUT TO:


46      EXT. MELTED RUINS - NIGHT                              46

        TIGHT ON A GLEAMING STEEL TREAD as it grinds through debris.
        The debris is ferroconcrete, girders, and jackstraw heaps of
        HUMAN BONES, burned black.

        There is the sound of EXPLOSIONS, distant, and an intermittent
        electronic WHINE.  Incredibly bright searchlights play over
        the ground.  PANNING with the moving treads through twisted
        wreckage, F.G.
        The screen WHITES OUT with a BLAST, very close.  As the
        debris clatters down, a helmetted head snaps up into FRAME,
        EXTREME F.G.

        The visor of the HIGH-TECH HELMET is shattered, presumably
        by the explosion.  The wearer rips it off, revealing a
        younger Reese, minus his burn scar.
        His face is bathed in sweat, lit by the glow from a CRT
        SCOPE-SIGHT on a strange-looking rifle.
        The sound of SCREAMS and HOARSE SHOUTS not far off, and a
        continuous low murmuring of RADIO CHATTER, grid coordinates,
        casualties, unit placements, medic requests.

        Reese looks over his shoulder at his teammate, a GIRL
        of about sixteen, gaunt, dirty, heavily armed like himself.
        DOLLYING as they start to belly crawl through the bones
        and wreckage.
        Reese looks up.
        Through spires of a collapsed building a terrifying
        SPHINX-LIKE SHAPE moves against the sky...obscured by dust
        and blinding sweeps of its searchlights.
        Though we see little, this is an H-K,Hunter-Killer
        mobile ground-unit.

        Reese crawls, pacing the H-K, under and through, on elbows
        and knees, past mounds of charred skulls.  They
        pass the BODY OF A CHILD, a boy of about 10, center-
        punched with a smoking hole.  The boy clutches a rifle.
        More bodies.  Some in rags, some in uniforms like theirs.
        WOMEN. OLD MEN. CHILDREN.  They're all dirty and gaunt,
        scabrous.  And still bleeding.  Reese scrabbles past a
        dark rat-hole and there are human rats in it.  Some of them
        are sobbing, or screaming.

        Another EXPLOSION.
        The GLARE lights the huddled few.
        Human vermin with mud-caked weapons that haven't been
        invented yet.  Soldiers in a nightmare war.

        Reese and his teammate stop behind a blasted wall, having
        outflanked the massive H-K.  Its flashing blue lights flick
        across the walls, its searchlights sear through the
        debris.

        WIDER, showing the H-K more clearly...a blast-scarred
        CHROME LEVIATHON, with hydraulic arms folded mantis-like
        against its 'torso', and huge underslung GUN TURRETS.

        Reese leaps up and straight-arms a satchel-charge into its
        path.  One tread rolls over the explosive.
        Guns and searchlights swivel.  The head turns ponderously.
        Reese's partner rises, poised to throw hers.
        A POWER-BOLT catches her at the top of her arc, BLOWING
        HER INTO RED MIST.

        Reese is knocked down by the concussion.  Gets up, running,
        as the charges blow.
        The H-K's tread carriers are RIPPED APART.
        It lurches to a stop, burning.

        The following SEQUENCE is extremely FORESHORTENED.
        CUT FAST.  IMPRESSIONS ONLY.
        Running.
        Explosions light the ruins like flashbulbs.
        ENERGY WEAPONS criss-cross the night like tracers.
        LOW ANGLE, up past the burning H-K as its flying counter-
        part, an AERIAL H-K, arcs into view with a TURBOJET WHINE.

        Reese hauls two survivors of his unit into a PERSONNEL
        CARRIER, a CHEVY CAMARO with steel plate welded over it and
        the roof cut away to access the 50 CALIBER MACHINE GUN.
        It's stripped and rusted and bullet-riddled, glassless.
        The TIRES are OFF-ROAD and very gnarly.

        They're driving through the ruins, up and over and through.
        Reese drives like a demon.  Under other circumstances it
        would be considered insane.  Here it is merely very good.

        The machine gun CHATTERS.
        A BLACK SHAPE descends, a demon with searchlights.
        A BOLT OF LIGHT.

        Reese's car flips like a kicked beer can, rolling and
        crumpling.  He's pinned in the wreck, bloody, screaming
        despite his training.  The only other survivor, an
        emaciated BOY of twelve, is pulling for all he's worth
        to drag Reese out before it burns.

                                               CUT TO:


47      EXT. STREET/GREY SEDAN - NIGHT                         47

        CLOSE ON A BOY, about twelve, clean and healthy, wearing
        a blue plastic DODGERS HELMET.  He reaches through the
        window of the sedan.

                                BOY
                      Hey, mister...?

                                               CUT TO:


48      INT. GREY SEDAN                                        48

        Reese's eyes open in a split-second, and suddenly there
        is a SHOTGUN MUZZLE AIMED RIGHT AT US.
        Reese quivers with a curious spasm, similar to the tremors
        of his arrival, and blinks at the boy.

        The boy is white-faced, staring down the bore.  He backs
        away.  We see that he is straddling a bicycle.

                                               CUT TO:


49      EXT. GREY SEDAN - NIGHT                                49

        The boy's SISTER, slightly younger and also on a bicycle,
        can't see the shotgun from where she's waiting.

                                SISTER
                           (taunting)
                      See, I told you he wasn't
                      dead.  You owe me Baskin
                      Robbins.

        The boy rides past her list a shot.

                                BOY
                           (urgently)
                      Come on.  Just come on.

                                               CUT TO:


50      INT. GREY SEDAN                                        50

        Reese relaxes slowly, the voltage draining out of him.

        INSERT - MACRO, Reese's finger on the trigger is white
        with pressure.  He slips the safety to the OFF position.
        The gun can now be fired.

        He sets it on the seat and reaches for the dangling ignition
        wires, starting the car.

                                               CUT TO:


51      EXT. STREET/OVERPASS - NIGHT                           51

        Lit by streetlights, the car moves away with it lights
        off and vanishes in the shadows.

                                               CUT TO:


52      OMITTED                                                52

53      INT. SARAH'S APARTMENT/BATHROOM/LIVING ROOM - NIGHT    53

        Sarah and Ginger are crammed into the tiny bathroom,
        becoming inextricably tangled in each other's cords as
        they blow-dry, curl hair, and apply make-up.  Ginger
        has her headphones inverted under her chin but in place,
        and is bouncing to music as she dries her hair.  She is
        wearing a short terry-cloth bathrobe that reveals the
        greater part of her legs.  Sarah is in a skirt and bra.

        The phone rings and Sarah goes out into the living room
        to get it.

                                SARAH
                           (answering the
                           phone)
                      Hello?

                                VOICE (V.O.)
                           (on phone, deep
                           and breathy)
                      First I'm going to rip the
                      buttons off your blouse, one
                      by one...then run my tongue
                      along your neck, down to your
                      bare, gleaming breasts...

        Sarah cups her hand over the mouthpiece and calls out
        matter-of-factly:

                                SARAH
                      Ginger!  It's Matt.

        She resumes listening.

                                MATT (V.O.)
                      ...and then slowly pull your
                      jeans off inch by inch and
                      lick your belly in circles,
                      further and further down...
                      then I'll pull off your panties
                      with my teeth...

        Sarah is repressing laughter.

                                SARAH
                           (crossly)
                      Who is this?

        Silence.  Then Matt realizes to his horror who he's been
        talking to.

                                MATT (V.O.)
                      Oh my God!  Sarah!  Oh, shit.
                      Jesus, I'm sorry.  I thought
                      you were...Can I talk to Ginger?

                                SARAH
                      Sure, Bunky.

        As Ginger approaches, Sarah hands her the receiver and
        goes into the bedroom.

                                GINGER
                      Hello?

                                MATT (V.O.)
                      First I'm gonna rip the buttons
                      off your blouse...

                                               CUT TO:


54      BEDROOM

        Sarah picks up four blouses on hanger lying on the bed
        and goes back into the hallway.

                                               CUT TO:


55      INT. LIVING ROOM

        Ginger is still listening to Matt, nodding, as Sarah enters
        and starts holding the blouses against herself one by one
        for Ginger's inspection.

                                SARAH
                      What do you think?

                                GINGER
                           (covering mouth-
                           piece)
                      Great.

        Sarah hold up another one.

                                SARAH
                      How about this?

                                GINGER
                      Great.

                                SARAH
                      You're a big help.

                                GINGER
                           (advisory tone)
                      Alright, the beige one.

                                SARAH
                      I hate the beige one.

                                GINGER
                           (same advisory
                           tone)
                      Don't wear the beige one.

        Sarah gathers up the blouses and walks out.

                                SARAH (V.O.)
                      This guy's probably a schmuck
                      and I don't care what I wear.

        A couple of BEATS, and she's back in the doorway with
        a concerned expression.

                                SARAH
                           (continuing)
                      You think the beige?

                                               CUT TO:


56      EXT. VENICE STREET - NIGHT

        An unmarked car with a clamp-on light and siren blaring
        screeches to the curb behind two marked black-and-whites
        in front of a funky Venice apartment building.  A small
        crowd  is gathered around the front steps.  LIEUTENANT
        ED VUKOVICH, Homicide Division, gets out of the car and
        strides through the crowd.  He's fiftyish, short, but
        square and solid, a human bulldog gone a little to paunch.
        He chews Juicy Fruit gum like a maniac: a chain-chewer.
        He's homely as an old boot.  And he's not a smart cop, he's
        a wise one; rarer still.  The onlookers, gathered patiently
        for their ten second glimpse of something under a sheet,
        separate for him to pass.

                                               CUT TO:


57      INT. VENICE APARTMENT BUILDING/STAIRWELL/APARTMENT

        CAMERA PANAGLIDES AHEAD OF VUKOVICH, as he climbs the switch-
        back staircase two steps at a time.  He passes TWO UNIFORMED
        COPS at the doorway of a second-floor apartment, and enters
        to find a quiet flurry of activity.  Several DETECTIVES and
        a PHOTOGRAPHER prowl around, taking evidence, taking pictures.

        In the center of the living room floor is the body of a
        young woman, crumpled face down in a small lake of blood.
        Two bags of groceries lie split open on the floor in front
        of her.

        Vukovich glances up as he is joined by DETECTIVE SGT.
        TRAXLER.  Traxler is black, lean and very jaded.

                                VUKOVICH
                      Give me the short version.

                                TRAXLER
                      Six shots at less than ten
                      feet.  Weapon was a large
                      caliber--

        Vukovich is looking at the body.

                                VUKOVICH
                      No shit.

        Traxler turns to a passing DETECTIVE.

                                TRAXLER
                      Come on. man.  Don't track
                      it all over.  It's un-
                      professional.

        He turn back to Vukovich, gesturing at the body.

                                TRAXLER
                           (continuing)
                      Okay, let's see...Got a pos-
                      itive on her.  She's Sarah
                      Connor, works as a legal--


                                VUKOVICH
                           (interrupting)
                      That can't be right.  That's
                      the name of the one Valley
                      Division mopped up this after-
                      noon.

        Traxler slips something off his clipboard and hands
        it to the Lieutenant.

                                TRAXLER
                      Here's her driver's license.

                                VUKOVICH
                           (pondering)
                      You gotta be kidding me.  The
                      new guys'll be short-stroking
                      it over this one.  A one-day
                      pattern killer.

                                TRAXLER
                      I hate the weird ones.

                                               CUT TO:


58      INT. SARAH'S APARTMENT/BATHROOM                        58

        Sarah poses with Ginger in front of the mirror.  They are
        dressed, made-up, hair-styled and READY.

                                GINGER
                           (studying their
                           reflection)
                      Better than mortal man deserves.

        Sarah grins and goes into the other room.

                                               CUT TO:


59      INT. LIVING ROOM

        Sarah walks around the room, searching for something.

                                SARAH
                           (calling)
                      Ginger, have you seen Pugsley?

        Ginger enters, stopping beside their phone answering machine.

                                GINGER
                      Not lately.  Did you check
                      messages?

                                SARAH
                           (still looking)
                      I thought you did.

        She checks under the couch, then behind the drapes.  She
        bends down.

                                SARAH
                           (from beside cur-
                           tains)
                      Come here young man.  Mind
                      your mother.

        C.U. - PUGSLEY, as the GREEN IGUANA cocks its head, blinking
        vapidly.

        RESUME WIDE, Sarah lifts the three foot long lizard from his
        perch on the windowsill.  She gives the complacent reptile
        a kiss on its blunt snout.

                                GINGER
                           (groaning)
                      Totally nauseating.

        Sarah drapes the lizard across her shoulders where it sits
        contentedly as she looks for her purse.  Ginger has been
        rewinding the message tape.  She punches PLAY and a MALE
        VOICE is heard.

                                VOICE
                           (recorded)

                      Hi, Sarah...Stan Morsky.
                      Uh, something's come up and
                      it looks like I won't be able
                      to make it tonight.  I'm really
                      sorry.  Call you in a day or so.
                      Sorry.  'Bye.

        Sarah stands still, crestfallen.

                                GINGER
                      That bum.  So what if he has
                      a Porsche, he can't treat you
                      like that...it's Friday night
                      for crissakes.

                                SARAH
                           (slumping)

                      I'll live.

                                GINGER
                      I'll break his kneecaps.

        Sarah resignedly slips Pugsley off her shoulders.

                                SARAH
                      You still love me, don't
                      you, Pugsley?

        She places Pugsley in a large terrarium with a 'BEWARE OF
        DOG' sign taped on the side.

                                SARAH
                           (continuing)
                      I'm going to a movie, kiddo.
                      See ya'.  You and Matt have
                      a good time.

                                GINGER
                           (as Sarah exits)
                      We will, kiddo.

                                               CUT TO:


60      INT. PARKING GARAGE - NIGHT

        Sarah is a small figure in the shadowed echoing garage of
        her building.

        CONVERGING DOLLY, PACING HER, as she passes the stalls with
        their inky shadows.
        The light near her moped is out.
        She fumbles in the dark to unlock the chain.
        She looks up.
        Did she hear something...masked by the rattle of the chain?

        POV - SARAH, there is no movement for the length of the
        garage.

        ON SARAH - C.U., inexplicably nervous.
        She stows the chain and starts the bike.  It whines
        reassuringly.
        Sarah jumps on and whirs out of the garage.

                                               CUT TO:


61      INT. CAR/NEARBY - NIGHT                                61

        Sarah is visible through the windshield as she pulls onto
        the street.

        PAN WITH HER to reveal Kyle Reese, hunched down in shadow,
        watching.  He puts the car in gear and pulls out to follow
        her receding tail-light.
        Streetlights flash across his face, in stark-lines profile.
        Mouth cruel where the scar tugs at it.

                                               CUT TO:

62      INT. DIVISION HEADQUARTERS - NIGHT                     62

        DOLLYING WITH VUKOVICH and TRAXLER, as they pass through a
        group of REPORTERS.  Mostly newspaper stringers but there
        is also one bored local TV MINICAM CREW.

                                REPORTER
                      ...Lieutenant, are you aware
                      that these two killings occurred
                      in the same order as their listings
                      in the phone book?

                                VUKOVICH
                      No comment.

        He and Traxler enter their office and shut the door.

                                               CUT TO:


63      VUKOVICH'S OFFICE                                      63

        Vukovich drops his gun in the wastebasket, picks up a cup
        of coffee from his desk and uses it to wash down a handful
        of aspirins.  Traxler grimaces.

                                TRAXLER
                      That stuff's two hours cold.

                                VUKOVICH
                           (nodding ab-
                           sently)
                      I know.

                                TRAXLER
                           (eyeing him)
                      I put a cigarette out in it.

        Vukovich, lost in thought, turns on him suddenly.

                                VUKOVICH
                      Did you reach the next girl
                      yet?

                                TRAXLER
                      No.  Keep getting an answer-
                      ing machine.

                                VUKOVICH
                      Send a unit.

                                TRAXLER
                      I already did.  No answer at
                      the door and the apartment
                      manager's out.  I'm keeping
                      them there.

                                VUKOVICH
                      Call her.

                                TRAXLER
                      I just called.

                                VUKOVICH
                      Call her again.

        Traxler picks up the phone and begins to dial her number
        as Vukovich sets down his coffee cup, unwraps a stick of
        gum and pops it in his mouth.

                                VUKOVICH
                           (continuing)
                      Got a cigarette?

                                               CUT TO:


64      INT. SARAH'S APARTMENT - NIGHT                         64

        CLOSE ON PHONE, connected to the answering machine.  The
        outgoing message trigger after the second ring.

                                GINGER'S VOICE
                           (machine V.O.)
                      Hi there.
                           (long pause)
                      Ha ha ha, fooled you. You're
                      talking to a machine, but don't
                      by shy, it's okay.  Machines need
                      love too, so talk to it and Ginger,
                      that's me, or Sarah will get back
                      to you.  Wait for the beep.

        As the message plays, CAMERA DOLLIES OFF the phone machine
        and down the corridor of the dark apartment.  As the bedroom
        door draws near, Ginger's recorded voice fades and is super-
        ceded by CRIES and MOANS.

                                               CUT TO:


65      INT. BEDROOM                                           65

        FULL SHOT, framed against the streetlit curtains, Ginger and
        Matt from a beautiful tableau of lovemaking in silhouette.
        Their perfect bodies glisten with backlight as they strain
        in passion.

        CLOSER - TIGHT TWO, revealing that Ginger is wearing her
        earphones.  Matt, without breaking rhythm, reaches out to
        the night table and thumbs the volume higher.

        Ginger cries out louder, apparently enjoying his sure touch
        on her volume control.

                                               CUT TO:


66      INT. DIVISION HEADQUARTERS - NIGHT                     66

        Traxler hangs up the phone.

                                TRAXLER
                      Same shit.

                                VUKOVICH
                      I can hear it now, it's gonna
                      be the goddamned 'Phone Book
                      Killer'.

                                TRAXLER
                      I hate the press cases.
                      Especially the weird press
                      cases.  Where you going?


                                VUKOVICH
                           (heading for
                           the door)
                      To make a statement. I'm gonna
                      give them the name.  Maybe the
                      jackals can help us out for
                      once.

        He looks at his watch, then straightens his tie.

                                VUKOVICH
                           (continuing)
                      If they can get this on the
                      tube by eleven, she may just
                      call us.
                           (pause)
                      How do I look?

                                TRAXLER
                      Like shit, boss.

        Vukovich goes out and the Minicam light hits him as the
        door closes.

                                               CUT TO:

67      INT. PIZZA PARLOR - NIGHT                              67

        TIGHT ON A TV SCREEN, a news cast in progress.

                                ANCHORMAN (V.O.)
                      ...police had no further comment
                      on the apparent similarity between
                      the shooting death of an Encino
                      woman earlier today...

        CUT WIDE to show Sarah watching the TV which is suspended
        over the bar.  The place is a crowded, post-movie hangout,
        raucous with laughter and videogames.  The newscast
        continues, ignored by all except Sarah.

                                ANCHORMAN (V.O.)
                           (continuing)
                      ...and this almost identical
                      killing two hours ago of a
                      Venice resident with virtually
                      the same name.  Sarah Ann Connor,
                      a 24 year old legal secretary, was
                      pronounced dead at the scene in
                      her beachfront apartment...

        A customer gestures for the bartender's attention.

                                CUSTOMER
                      Hey, can we change this and
                      catch the ball scores.

                                BARTENDER
                           (reaching for the
                           knob)
                      Sure.

        Sarah leaps half over the bar, startling everyone.

                                SARAH
                           (shouting)
                      Leave it where it is!

                                ANCHORMAN (V.O.)
                      ...no other connections between
                      the two victims has been estab-
                      lished.
                           (pause)
                      On a lighter note, these was
                      cause for celebration at the
                      L.A. Zoo today, as...

        Sarah leaves her half-finished pizza and beer, getting up
        in a daze.  Followed by puzzles glances, she makes her way
        through the crowd.

                                               CUT TO:

68      INT. PIZZA PARLOR HALLWAY                              68

        In the crowded hallway by the restrooms, Sarah goes to the
        single payphone and seizes the directory.  She flips rapidly
        through it, then stops, looking down.
        She sees that her name is next on the list.
        The book slips out of her fingers.
        Sarah turns and scans the crowd.
        She's getting looks, covert and otherwise, like any unaccom-
        panied girl on a Friday night.  But is that all they mean?

        Sarah back into the women's restroom.

                                               CUT TO:

69      INT. RESTROOM                                          69

        Sarah stumbles numbly to the sink.
        She splashes her face with cold water.  In the mirror
        her terrified reflection looks back.  Why me?
        She hears a loud clatter and spins around.
        It's just a drunken woman fumbling with a toilet stall door.
        Sarah edges back out into the corridor.

                                               CUT TO:

70      INT. HALLWAY                                           70

        Sarah walks stiffly to the pay phone.
        It's OUT OF ORDER.

                                               CUT TO:

71      EXT. STREET/SIDEWALK - NIGHT                           71

        Sarah exits the pizza place into the sparse crowd on the
        sidewalk.  As she passes a figure leaning against the wall
        just outside, the man turns his head to watch her.
        It is Reese, his gaze impassive.
        Streetlight catches the burn scar on his cheek.
        He is motionless, sinister in his long coat.
        Sarah shudders.
        She walks on.

        POV - SARAH, ON CROWD, moving toward and through approaching
        groups of pedestrians.  They seem to be glancing at her.
        Was it always like that and she just never noticed?

        C.U. - SARAH as she look over her shoulder.

        POV - SARAH, ON PIZZA PARLOR DOORWAY.  Reese is gone.
        She resists the urge to run.
        On the opposite side of the street an  LAPD cruiser glides
        slowly by.  Sarah is about to call out but a bus blocks
        her view and when it had passed, the car is turning away
        down a side street.

        She passes a large window with STOKER'S written on it, and
        ducks quickly through the door.

                                               CUT TO:


72      INT. STOKER'S - NIGHT                                  72

        ANGLE THROUGH WINDOW, SARAH F.G., as Reese approaches.
        Her knuckles clench white as he reaches the entrance and
        walks by, unhurriedly, without a glance inside.
        She turns and scan the gloomy interior, which reveals itself
        to be less than savory.  Pool tables and upper-middle lowlife
        in submarine depths of smoky haze.

        Sarah draws stares, menacing in their own right, as she
        weaves between the pool tables to the back of the bar.
        her hands are trembling as she drops a dime in the pay
        phone and dials.

                                VOICE (V.O./RECORDED)
                      You have reached the Los Angeles
                      Police Department Emergency Number.
                      All lines are busy.  If you need
                      a police car sent out to you, please
                      stay on the line...

        Sarah holds the receiver pressed to her ear, glancing
        around, fear feeding on frustration.

                                               CUT TO:


73      EXT. SARAH'S APARTMENT BUILDING - NIGHT                73

        An LAPD black-and-white sits at the curb in front of Sarah's
        building with two cops inside, drinking coffee.  Through
        the open window we hear the dispatcher's voice on the
        radio.

                                DISPATCHER (V.O.)
                      ...two eleven in progress at
                      Seven-Eleven market, Third and
                      Tamarac.  One suspect believed
                      to be armed...

        The car pulls out with lights and siren on.
        A moment later, Terminator rounds the corner of the building
        and climbs the stairs to the entryway.
        He surveys the bank of call buttons, then turns to consider
        the barred security gate.

                                               CUT TO:


74      INT. SARAH'S APARTMENT - NIGHT                         74

        PANAGLIDE WITH GINGER as she ties her terry-cloth robe and,
        leaving Matt in a dead sleep, pads through the dark apartment.
        Down the hall, past the phone with Traxler's message.
        Through the dark living room.
        She has her Walkman in the pocket of her robe and bops to
        herself in the silent gloom as she enters the kitchen.

        When she opens the refrigerator to remove snack fixings, the
        light briefly illuminates the kitchen and in that moment,
        SOMETHING MOVES in the F.G.

        TIGHT ON GINGER, MOVING WITH HER as she backs toward the
        counter with her arms full of snack stuff.

        A SUDDEN CRASH.  A flurry of motion behind her.
        She spins, dropping half her load.
        Ginger fumbles for the lightswitch.

        Revealing Pugsley, sitting there blinking innocently among
        overturned spice bottles on the counter-top.

                                GINGER
                      Shoo.  Go on.  I'll make a
                      belt out of you.

        Pugsley disappears into a large fern by the window and Ginger
        sets about her task, slathering crunchy peanut butter on
        stalks of celery.

                                               CUT TO:


75      INT. BEDROOM                                           75

        MEDIUM ON MATT, as rustling curtains play patterns of street-
        light over his sleeping face.
        The sound of a faint breeze.
        In the B.G. is the balcony, empty.  The sliding door is open.

        TIGHT ON MATT, as his eyes open at the sound of a quiet,
        repeated CLICKING.

        UP ANGLE - PAST MATT, as the five-inch blade of an industrial
        razor-knife reaches full extension in Terminator's hand,
        right above him.
        It slashes viciously downward.
        Matt rolls and the pillow is SLIT OPEN where his throat had
        been.

                                MATT
                      Whoah!

        Terminator catches him by the hair and slashed down again.
        Matt grabs the wrist in both hands.
        The enormous muscles of his arms, which seem capable of bench
        pressing a Chrysler, strain and knot against the pressure of
        the killer's single arm...
        And still the blade moves closer to his throat.

        With a final heave Matt deflects the down-pressure sideways
        and the blade snaps with a CLINK against the headboard.

        HANDHELD WITH MATT as he rolls off the bed, spins and slams
        his fists together into Terminator's temple.  He picks up a
        brass deco lamp and brings it down with piledriver force.

        Unperturbed, Terminator knocks the lamp away and hurls Matt
        over the bed.

                                               CUT TO:


76      EXT. BALCONY - NIGHT                                   76

        Matt crashes through the glass doors and slams against the
        balcony railing.

                                               CUT TO:


77      INT. KITCHEN                                           77

        Oblivious to the noise, Ginger croons in rock-and-roll
        ecstasy, singing to a celery stalk as if it were a micro-
        phone.

                                               CUT TO:


78      EXT./INT. BALCONY AND BEDROOM - NIGHT                  78

        Matt heaves himself up, powerful body gleaming with sweat
        and hurls himself upon the intruder.
        The titans CRASH INTO A DRESSER, reducing it to kindling.
        Then into the closet door, EXPLODING THE FULL-LENGTH MIRROR.

        Terminator places one hand on either side of Matt's barrel
        chest.  SINKS HIS FINGERS INTO THE FLESH.  An inhuman grip.
        Matt is raised off the floor, contorted with agony, above
        the other's head.

                                               CUT TO:


79      INT. HALLWAY                                           79

        DOLLY PRECEDING GINGER as she returns from the kitchen with
        a plate full of celery stalks and a glass of milk.  CAMERA
        passes the closed bedroom door and STOPS, as Ginger pauses
        to set the plate on top of the glass, freeing one hand to
        open the door.

        AN EXPLOSION OF SPLINTERS in close F.G. as a shape smashes
        through the door right in front of her...Matt's body
        propelled halfway through the door by enormous force.
        Ginger shrieks and leaps back, flinging milk and all into
        the air.

        The door begins to open the pressure of Matt's body
        creates resistance.
        Ginger SCREAMS and back away.

        The door is wrenched open and Terminator steps through with
        the massive .45 drawn.

        HANDHELD WITH GINGER, the walls blur by as she runs.

        TIGHT ON TERMINATOR as the pistol RISES INTO FRAME, aligning
        with his eyes.  BOOM!

        LOW FAST DOLLY WITH GINGER as the bullet punches into her
        shoulder, pitching her on her face outside the bathroom door.

        LOW WIDE ANGLE as she crawls forward, gasping, drowning.
        The implacable figure looms behind her.
        Her expression is agony and reeling, nauseating terror.
        And incomprehension: Why am I suddenly dying?
        Her eyes roll, showing the whites, like a horse tethered in
        a burning stable.

                                               CUT TO:

80      INT. BATHROOM                                          80

        Ginger scrabbles pathetically for a grip on the tile floor
        as she pulls herself into the bathroom.
        She clutches the rim of the toilet.

        LOW ANGLE PAST HER, ON TERMINATOR, as he stands behind her.
        PAN UP, off her.  He takes aim.
        And empties the clip.
        He calmly reloads.

                                               CUT TO:


81      INT. HALLWAY/BEDROOM                                   81

        CLOSE ON PHONE MACHINE, as the telephone rings loudly in the
        ensuing silence.
        Terminator spins, drawing an instantaneous bead on the source
        of the sound, but doesn't fire.

                                GINGER'S VOICE
                           (recorded)
                      Hi there.
                           (pause)
                      Ha ha ha, fooled you.  You're
                      talking to a machine...

        C.U. - TERMINATOR, motionless, listening.

                                GINGER'S VOICE
                           (recorded, continuing)
                      ...but don't be shy, it's okay.
                      Machines need love too...

        Terminator turns abruptly back to Ginger's body.  He turns
        it over, assuring himself that she is dead.

                                GINGER'S VOICE
                           (continuing, recorded)
                      ...so talk to it and Ginger, that's
                      me, or Sarah will get back to you.
                      Wait for the beep.

        There is a loud tone and the incoming call is heard.

                                SARAH'S VOICE
                           (on machine)
                      Ginger, this is Sarah...

        Terminator's head snaps back and he freezes, listening.
        He rises slowly as Sarah's voice continues.

        TIGHT ON HIS UNBLINKING EYES.

                                SARAH'S VOICE
                           (on machine, contin-
                           uing)
                      ...I'm in this sleazy bar called
                      Stoker's on Pico but I'm too
                      scared to leave.  I'm really
                      scared, kiddo...

                                               CUT TO:


82      INT. STOKER'S BAR - NIGHT                              82

        Sarah cups the telephone's mouthpiece with her hand and
        glances around frequently.

                                SARAH
                           (continuing, into
                           phone)
                     ...I think somebody's after me
                     and I sure hope you play this
                     soon 'cause I need you and Matt
                     to come pick me up.  The police
                     keep transferring me around, but
                     I'm going to try them again.

                                               CUT TO:


83      INT. SARAH'S APARTMENT/BEDROOM - NIGHT                 83

                                SARAH
                           (continuing, B.G.)
                      The number here is 468-9175.
                      Call me, kiddo.  I need you.
                      It's Stoker's on Pico. Bye.

        Terminator is rapidly and methodically rifling the contents
        of Sarah's small desk.  SIREN'S WAIL, approaching.
        He picks up a small card.

        E.C.U. - CARD. It is Sarah's college I.D. card, complete with
        color photo of her.

        MACRO ON PICTURE.

        E.C.U. - TERMINATOR'S EYES as he tosses the card down,
        after a fraction of a second's scan.  Picks up something else.

        TIGHT ON SARAH'S ADDRESS BOOK, Terminator pockets this and
        slips out the balcony door.  Climbing over the railing, he
        is gone.

                                               CUT TO:


84      INT. STOKER'S BAR - NIGHT                              84

        Sarah is huddled, back to the wall, beside the phone.

                                SARAH
                           (on phone, upset)
                      ...look, Lieutenant...uh,
                      Vukovich, don't put me on
                      hold and don't transfer me
                      to another department...

                                               CUT TO:


85      INT. VUKOVICH'S OFFICE - NIGHT                         85

                                VUKOVICH
                           (on phone)
                      I won't.  Now just relax.
                      Where are you?
                           (pause)
                      Yeah, I know it...on Pico.
                      Are you alright?

                                               CUT TO:


86      INT. STOKER'S BAT - NIGHT                              86

                                SARAH
                           (on phone)
                      Yes, but I don't want to
                      leave.  I think this guy's
                      following me.

                                               CUT TO:


87      INT. VUKOVICH'S OFFICE - NIGHT                         87

                                VUKOVICH
                           (on phone)
                      Alright, Ms. Connor.  Listen
                      carefully.  You're in a public
                      place, you'll be safe 'til we
                      get there.  Stay visible.
                      Don't go outside or in the
                      restroom.  I'll be there in
                      a few minutes.

        He hangs up and grabs his coat, motioning to Traxler.

                                VUKOVICH
                      Let's roll.

                                               CUT TO:


88      INT. STOKER'S BAR - NIGHT                              88

        Sarah takes a seat at a booth near the bar, and picks up
        a dog-eared menu, but can't concentrate on it.  She looks
        at her watch and glances around.

                                               CUT TO:


89      EXT. STREET - NIGHT                                    89

        The yellow Maverick hurtles along an empty street.

        CLOSER ANGLE as streetlight glare slashes across Terminator's
        face in flaring pulses.

                                               CUT TO:


90      INT. PLAIN CAR - NIGHT                                 90

        Vukovich draws his Colt Python .357 Magnum and check the
        load.  Traxler is driving.

                                VUKOVICH
                      Let's see how this guy likes
                      playing hard-ball.

                                               CUT TO:


91      INT. STOKER'S BAR - NIGHT                              91

        The waitress set a cup of coffee in front of Sarah.

                                WAITRESS
                      Anything else?

        Sarah shakes her head "No" and contemplates her trembling
        hands.  She half-turns, catching a glimpse of herself in
        the mirror behind the bar.

        TIGHT ON SARAH, reflected in the mirror.  In the F.G. a
        man at the bar looks up from his beer, straight into her eyes.
        It is Reese.
        He gazes at her coolly for a moment, then glances away.

        C.U. - SARAH, feeling trapped, frantic.

        ANGLE ON FRONT DOOR as it opens and a figure stands silhou-
        etted briefly against a streetlight.

        Reese turns, his eyes flickering to the mirror, the figure.

        C.U. - REESE as he mechanically raises his beer.  His knuckles
        are white.  He slowly undoes the top button of his overcoat.
        There is a glint of metal in the shadows within.
        Reese turns slowly on his barstool as the figure brushes past
        him, out-of-focus F.G.
        Sarah looks up.

        E.C.U. - REESE'S HAND sliding slowly along polished steel,
        a caress.  His finger slips through the triggerguard of the
        riot gun.

        MEDIUM ON SARAH, as the man stops in front of her in close F.G.
        He sits slowly in the booth opposite her.  The angle is OVER
        HIS SHOULDER.

                                SARAH
                           (uncertainly)
                     Lieutenant Vukovich?

        REVERSE ANGLE - It is not Lt. Vukovich.
        Terminator sits motionless for a BEAT.
        Blue eyes so pure and deep.  The eyes of a saint, perhaps.

        The .45 is out and cocked and AIMED DIRECTLY AT CAMERA, almost
        in one motion.
        The bore seems enormous.

        BACK ON SARAH, over the gun barrel, her eyes go wide.  We hold
        a BEAT, like a frozen slice of nightmare.

        MEDIUM ON REESE as he whips the riot-gun to a hip-firing posi-
        tion, his overcoat falling back with a snap.  HE FIRES.

        ON TERMINATOR, as the shotgun blast hits his arm and he FIRES,
        simultaneously.  Sarah screams as the .45 round blows stuffing
        out of the booth seat inches from her face.  Her hair is
        singed by burning gunpowder.  An involuntary cry is punched
        out of her by the double concussions.

        Reese is stroking up another shell as Terminator half-rises
        from booth.

        OVER REESE'S SHOULDER, as he fires, cocks the slide, fires
        again, advancing on Sarah's booth.
        Terminator is blown backward over the center divider,
        crashing through the glasses and pitchers of beer on the
        table opposite, and onto the floor.

        Sarah is screaming, scrunched down in the booth.

        Terminator is lying on his back at the feet of a table-
        full of drunk patrons.
        He has two rifled 12 gauge slugs in his chest and one
        in the arm.

        The bar customers are frozen in the weird tableau, cowering,
        gaping.
        Sarah stops screaming.
        Reese stand motionless, gun aimed.
        In the sudden silence, the sound of him cocking the shotgun
        is abnormally loud.

        ON TERMINATOR, very still.
        Then he smoothly rolls to a crouch and slips the UZI machine
        pistol from beneath his overcoat, where it has been hang-
        ing on a shoulder strap.
        He doesn't seem too impaired as he swings around to fire.

        Reese rolls like a cat and comes up firing.
        A burst from the UZI rakes the bar where he stood.
        An orgy of shattering glass.
        Total pandemonium.

        SEVERAL ANGLES  as patrons of the bar run, scream or dive
        for cover, depending upon their level of intelligence.

        Reese slides through the glass to Sarah's booth and seizes
        her wrists.

        ON TERMINATOR, kneeling amid the chaos, raising the UZI
        one-handed.

        Reese tugs viciously on Sarah's arm and she sprawls across
        the booth seat a moment before the divider and seat cushion
        erupt with hits from the UZI.

        ANGLE ON A RUNNING PATRON as a burst of 9mm fire catches
        him in the chest.  He pitches into Sarah's booth, pinning
        her.

        Reese fires, ducks, fires again.
        Tables crash over.
        A window is blown out.
        A table candle rolls into a pool of high-proof alcohol
        behind the bar.
        It ignites with a WHOOSH.

        Reese feed two shells into the riot-gun.

        TIGHT ON TERMINATOR, an island of slow, precise movement
        amid the confusion.  He drops a spent clip.  Reaches for
        another with his bloody hand.

        MOVING WITH REESE as he vaults the row of booths and starts
        firing.  At point blank range he unloads the shotgun into
        Terminator's belly.

                                               CUT TO:


92      INT./EXT. STOKER'S/STREET - NIGHT                      92

        Terminator crashes backwards through two tables and a plate
        glass window into the street.

                                               CUT TO:


93      INT. STOKER'S BAR - NIGHT                              93

        The roaring fire behind the bar is spreading very quickly.
        The air is thick with smoke.
        Reese tosses the UZI, for which he has no ammo, into the
        fire.  He hauls the dead man off Sarah and reaches for her.

        TIGHT ON SARAH, shrinking away from Reese, hysterical.
        When he grabs her wrist she struggles, eyes wide.

        C.U. - REESE, very intense.

                                REESE
                     Come with me if you want
                     to live.

        She looks where he is pointing.

                                               CUT TO:


94      EXT. STOKER'S BAR/STREET - NIGHT                       94

        Terminator is rising unsteadily to his feet.  Shattered
        glass rains from him, except where it sticks to his blood-
        drenched shirt and coat.

        C.U. - TERMINATOR, as he slowly look up, his blue eyes
        riveting STRAIGHT INTO THE CAMERA.

                                               CUT TO:


95      INT. STOKER'S BAR - NIGHT                              95

        C.U. - SARAH, feeling a lightning blot of terror greater
        than she could ever imagine as the cold gaze fixes on her.

                                SARAH
                           (awed whisper)
                     Oh my God...

                                               CUT TO:


96      INT./EXT. STOKER'S BAR - NIGHT                         96

        PANAGLIDE PRECEDING TERMINATOR as he clambers back through
        the window and starts through the burning bar.

                                               CUT TO:


97      INT. STOKER'S BAR - NIGHT                              97

        PANAGLIDE MOVING IN ON REESE AND SARAH as he runs, drag-
        ging her with him, toward the back.

        REVERSE ON TERMINATOR, DOLLYING as he crashed through the
        wreckage in the swirling smoke, hurling burning tables out
        of his way.

                                               CUT TO:


98      INT. KITCHEN/HALLWAY/EXIT CORRIDOR                     98

        PANAGLIDE FOLLOWING REESE AND SARAH, running headlong
        through the cluttered kitchen, then down a narrow back
        hallway.  Sarah stumbles and Reese brutally pulls her to
        her feet without slowing.

        He hits a closed door, which crashes open.
        Hauls Sarah through, into another corridor.
        Slams and blot-latches it.
        An instant later an impact from the far side tears the
        latch-screws half out of the wall.
        They run on.

                                               CUT TO:


99      INT. HALLWAY - NIGHT                                   99

        Terminator takes a step back from the closed door and
        slams into it again.  It starts to give way.
        behind him the flames engulf a CAN OF CLEANING SOLVENT.

                                               CUT TO:


100     INT./EXT. EXIT CORRIDOR/ALLEY - NIGHT                  100

        Reese and Sarah pelt down the narrow corridor, fling open
        the outside door and spin out into the alley.

        TIGHT ON DOOR at far end.  It splinters open and Terminator
        sprints down the corridor.

                                               CUT TO:


101     INT. HALLWAY - NIGHT                                   101

        The cleaning solvent EXPLODES.

                                               CUT TO:


102     INT. EXIT CORRIDOR - NIGHT                             102

        DOLLYING AHEAD OF TERMINATOR, very fast, as he runs full-
        throttle.  Behind him a fireball of superheated gas hurtles
        down the narrow hallway.  He clears the outer door an
        instant before the tongue of flame roars out into the alley.

                                               CUT TO:


103     EXT. STREET IN FRONT OF STOKER'S - NIGHT               103

        Vukovich's plain car arrives, slewing to a stop in the
        glass-littered street in front of the blazing building.
        He leaps out, Traxler right in behind him.

                                VUKOVICH
                           (shouting)
                     What the fuck is going on?

        TWO LAPD UNITS arrive behind them.  He motions to the
        nearest one.

                                VUKOVICH
                           (continuing)
                     Cover the alley in back.

        He heads for the inferno at a run.

                                               CUT TO:


104     EXT. ALLEY BEHIND STOKER'S - NIGHT                     104

        DOLLYING WITH REESE AND SARAH as they run through the
        dark alley.  Sarah stumbles over trashcans.
        Reese pulls her along mercilessly.

        WHIP-PANNING as they clear a corner.
        The B.G. is a blur.
        The night-maze is a blur in all of these shots.
        No static angles.
        Relentless forward motion.

                                               CUT TO:


105/FX  EXT. ALLEY - NIGHT                                     105/FX

        Behind them Terminator is moving with inhuman speed,
        bounding like a panther, leaping trash cans and other
        obstacles.

        TRACKING C.U. - TERMINATOR, catching the faintest glimpse
        of a red glow in the pupils of his eyes as he passes through
        total shadow.

                                               CUT TO:


106/FX  EXT. ALLEY/POV - TERMINATOR (HANDHELD) - NIGHT         106/FX

        We know this is Terminator's POV because Sarah and Reese
        are just ahead of us.  But the image is bizarre, alien.
        Bright and hyper-real.  There is a hint of digitization,
        and the fleeing figures ahead are more luminous than the
        background, suggesting infra-red.
        The margins of the FRAME are crammed with columns of CRT-
        type characters: columns of numbers and acronyms.  The
        data changes more rapidly than any human eye could follow.
        There is no doubt that we are seeing as a machine would see.
        The sound effects are bright and clear, as if they are
        digitized and enhanced as well.

                                               CUT TO:


107     EXT. ADJOINING ALLEY - NIGHT                           107

        Reese and Sarah turn a corner by caroming off the wall
        without slowing and pelt down a narrower alley.  This
        one is lined with a row of parked cars and connects to
        the street.  There is little room to run.
        Reese is reloading on the run, dropping shells.

        Behind them Terminator enters the alley, gaining.

        LOW ANGLE, FAST PANAGLIDE ahead of the fleeing pair.
        As they breast the last car Reese shoves Sarah hard,
        pitching her on her face to the pavement.
        He flings open the car door...a shield.
        Drops to the ground.
        Fires into the gas tank of a car further back in the row
        just before Terminator reaches it.

        The car EXPLODES, filling the alley with fire.  An inferno
        funneled between the enclosing walls.

        ANGLE ON REESE AND SARAH behind the car door as flames
        roar over the hood.

        ON TERMINATOR, as he slides to a stop, cut off by the
        wall of flame.

        Reese doesn't waste any time stuffing Sarah into the car.
        Climbing in after and over her he twists two wires together
        and we recognize it as his stolen GREY SEDAN.
        The engine catches.

        A SILHOUETTE rockets out of the flames.
        Terminator, leaping from the roof of the blazing car ahead,
        impacts on the hood of Reese's car.  His hair and coat are
        burning.

                                               CUT TO:


108     INT./EXT. GREY SEDAN/ALLEY - NIGHT                     108

        Reese jams reverse and nail the throttle.
        The car backs down the alley.
        Terminator draws back his fist.
        Punches into the windshield.
        Inside, Sarah is sprayed with glass as the killer's fist
        shoots through.
        The lacerated fingers grope for her.

        WIDE as the car shoots backwards out of the alley onto the
        street, narrowly missing an arriving LAPD CRUISER.

        Sarah plasters herself tightly into the seat as the
        fingers grasp her blouse and pull.
        Reese cranks the wheel hard.

                                               CUT TO:


109     EXT. STREET - NIGHT                                    109

        The sedan skids, slewing sideways into a parked car.

        Terminator rolls down off onto the pavement.
        Reese's car shoots forward.

        PANNING WITH SEDAN as it roars past Vukovich, the gathering
        minions of the burning building, an arriving fire
        truck...shoots through a red light and continues to accel-
        erate.

        Terminator gets to a kneeling position, then slowly stands.
        He pats out his smoldering clothing as he watches his quarry
        escape.

                                               CUT TO:


110     EXT. STREET - NIGHT                                    110

        ON VUKOVICH as he runs to his car, exhorting the nearby
        LAPD guys to give pursuit, while Traxler grabs the radio.

                                VUKOVICH
                           (shouting)
                     Go!  Go!  He's got her.

                                TRAXLER
                           (overlapping)
                     Suspect westbound on
                     Olympic.  Grey sedan.  Has
                     hostage, repeat...

                                               CUT TO:


111     EXT. STREET - NIGHT                                    111

        LOW WIDE ANGLE on the empty street, which is narrow and
        tightly lines with parked cars.
        The ROAR of an engine builds.
        The sedan, like a night-demon, hurtles out of the shadows
        with its lights off, doing ninety plus.

                                               CUT TO:


112     INT. GREY SEDAN - NIGHT                                112

        Sarah is in a daze.
        Paralyzed.  Face bloodless.
        She is shivering silently, uncontrollably.
        Her eyes are wide, and it seems likely that she doesn't
        quite comprehend the roaring blur outside her window.

                                REESE
                           (calmly)
                     Hold on.

                                               CUT TO:


113     EXT. CITY STREETS - NIGHT                              113

        WIDE ANGLE, CLOSE TO SEDAN, and following it as it hurtles
        around a corner in an expertly controlled slide.
        Then a high speed sprint down the cross-street.
        Reese squirrels the vehicle between a slow-moving car
        ahead and oncoming traffic.
        A dive into another dark side street.

                                               CUT TO:


114     INT. GRAY SEDAN - NIGHT                                114

        Reese drives with total, nerveless absorption.  His eyes
        flick to the mirror, to the road, over his shoulder, back
        ...and the world spins outside.
        With occasional glances to Sarah, he speaks to her in a
        clipped, military voice.

                                REESE
                     Are you injured?  Are you
                     shot?

        No response.
        He reaches over and runs his hands over her arms, legs,
        chest.  Sarah flinches.
        She feels the BLIND PANIC BOILING UP WITHIN HER.
        She pushes his hand away and opens the door.
        Reese slams her back in the seat and slaps her.  Hard.

                                REESE
                           (continuing)
                     Do exactly what I say.
                     Exactly.  Don't move un-
                     less I say.  Don't make a
                     sound unless I say.  Do
                     you understand?

        As he speaks he is locking the door and fastening Sarah's
        seatbelt over her, cinching it very tightly, like you would
        for a child.  She doesn't answer.

                                REESE
                           (continuing/
                           shouting)
                     Do you understand?

                                SARAH
                           (a whisper)
                     Yes.  Don't hurt me.

                                REESE
                     I'm here to help you.  Reese,
                     Sergeant/Tech-Com, DN38416...

        Sarah stares numbly at his outstretched hand.  With zero
        strength she automatically returns his handshake.

                                REESE
                           (continuing)
                     Assigned to protect you.
                     You've been targetted for
                     termination.

                                               CUT TO:


115     EXT. SIDE STREET/ALLEY - NIGHT                         115

        The walls of a narrow alley, inky black, frame a police
        cruiser parked on the street beyond.  Firelight from the
        back of Stoker's lights the street garishly.
        A young cop  stands beside the car talking via radio with
        the mike cord pulled through the side window.  He speaks
        with a distinctive twang--a displaced southerner.

                                COP
                      ...I don't know, it looks
                      like it might spread to this
                      furniture warehouse across
                      the alley, the paint on the
                      wall's starting to blister
                      up...

        The sweeping headlights of a turning car momentarily illuminate
        the face of Terminator, motionless in the dark right in
        front of us.
        Eyes open.  Listening.

                                COP
                           (continuing)
                      Better get another truck
                      round to this side.

        Terminator's silhouette emerges from the blackness and
        strides purposefully toward the cop, CAMERA following.

        The officer whirls and reaches for his gun but Terminator
        flings him brutally into the side of the car, steps over
        him and opens the door.
        Before getting in he notes the unit number on the roof: 143.
        Then he slides behind the wheel, slips the squad car into
        gear, and pulls out.

        CAMERA PRECEDING CAR, HIDE WIDE ANGLE, as it accelerates
        rapidly, until the lines across the street are flashing
        under it in a staccato rhythm.

                                               CUT TO:


116     INT. GREY SEDAN - NIGHT                                116

        Sarah is slumped way down in the seat, turned away from the
        window, trying not to see the landscape reeling outside.

                                SARAH
                           (hoarse whisper)
                      This is a mistake.  I haven't
                      done anything.

                                REESE
                      No. But you will.  It's
                      very important that you
                      live.

        Sarah closes her eyes, as if to shut it all out.

                                SARAH
                      I can't believe this is happen-
                      ing.  How could than man get up
                      after you...

        Reese's tone is equal parts hatred and respect as he replies.


                                REESE
                      Not a man.  A Terminator.
                      Cyber Dynamics Model 101.

                                               CUT TO:


117     INT. SQUAD CAR - NIGHT                                 117

        Terminator drives expressionlessly, monitoring the babble
        from Central Dispatch.  He hears his number.

                                DISPATCHER (V.O.)
                           (filtered)
                      ...Suspect vehicle sighted on
                      Motor at Pico, southbound.
                      Units Two-Zero-Six and Five-
                      Seven, attempt intercept.
                      Unit One-Four-Three, come in.

        Terminator picks up the mike.  He speaks in a
        simulation of the young cop's southern twang.

                                TERMINATOR
                      This is One-Four-Three.  West-
                      bound on Olympic, approaching
                      Overland.

                                               CUT TO:


118     EXT. SANTA MONICA FREEWAY - NIGHT                      118

        The grey sedan moves through traffic like a hell-bent
        wraith.  Reese has the hammer down.  He handles the
        car with nerves of steel.

                                               CUT TO:


119     EXT. POLICE HELICOPTER - NIGHT                         119

        Below, Reese's sedan snakes along at 110 plus.  The
        chopper, F.G., drops toward it.

                                PILOT (V.O.)
                           (filtered)
                      Air-unit Two.  We're on him.
                      Westbound Santa Monica at 405.

                                               CUT TO:


120     INT. GREY SEDAN - NIGHT                                120

                                SARAH
                      A machine?  You mean, like
                      a robot?

                                REESE
                      Not a robot.  Cyborg.
                      Cybernetic Organism.

        They have to yell over the roar of air through the broken
        windshield.

                                SARAH
                      But...he was bleeding.

        At that moment a blinding light sears down on them from
        above.  Reese looks over his left shoulder and sees a
        CHP cruiser coming alongside.

                                REESE
                      Just a second.  Keep your
                      head down.

                                               CUT TO:


121     EXT. FREEWAY - NIGHT                                   121

        The helicopter is right above the, its spotlight burning
        on Reese.  The cruiser flanks them, closing.  Reese peels
        off to the right, inches in front of a tractor-trailer rig,
        brakes hard and slides into a four-wheel drift through a
        curving off-ramp.
        The helicopter banks, following.
        The cruiser swaps ends trying to maneuver and slams broad-
        side into the guardrail.  Out of action.

                                               CUT TO:


122     EXT. OFF RAMP/INTERSECTION - NIGHT                     122

        The sedan roars across the street without slowing
        and vanishes down a tree-lined side street.

                                               CUT TO:


123     EXT. POLICE HELICOPTER - NIGHT                         123

        DOWN ANGLE - AERIAL past the chopper, F.G., as its searchlight
        sweeps over the close-knit treetops.

                                               CUT TO:


124     EXT. SIDE STREET/INTERSECTION - NIGHT                   124

        The sedan skids around a corner, F.G., as the searchlight
        filters in shafts through the trees further down the street,
        sweeping futility back and forth.

                                               CUT TO:


125     EXT. POLICE HELICOPTER - NIGHT                         125

        It hovers indecisively, then banks off.

                                PILOT (V.O.)
                           (filtered)
                      Lost him