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                            TERMINATOR: SALVATION
          
          
                                 Written by
          
                       John Brancato & Michael Ferris
          
          
          
          
                                                        REVISED DRAFT
                                                             10.12.05
          
          
          
          
          SUPER ON BLACK:
          
          LONGVIEW STATE CORRECTIONAL FACILITY, TEXAS, 2003.
          
          FADE IN ON:
          
          
          INT.   DEATH ROW/CELL - DAWN
          
          START TIGHT ON MARCUS WRIGHT. He's an intense, powerful man,
          20's-30's, his head shaven. Marcus stares INTO CAMERA with a
          resigned expression. We hear the voice of a PRIEST:
          
                               PRIEST
                     Yea, though I walk through the valley
                     of the shadow of death, I will fear
                     no evil: for thou art beside me; thy
                     rod and thy staff they comfort me...
          
          CAMERA PULLS BACK, straight up. MARCUS lies in his cot,
          staring at the ceiling. He's smoking a CIGARETTE. This
          OVERHEAD ANGLE reveals a PRIEST with a BIBLE, in a folding
          chair beside him. A CHESS SET, stacks of BOOKS, WRITING
          MATERIALS in the cell. TWO GUARDS wait, shackles in hand.
          
          MARCUS has no interest in scripture. He blows a cloud of
          SMOKE which drifts in the direction of the PRIEST, who blinks
          and shuts his bible.
          
          One of the GUARDS unlocks the cell door for--
          
          DR. SERENA KOGAN. She's in her 30's-50's, brilliant,
          attractive, but thin and pale, a scarf tied around her head.
          She carries a CLIPBOARD. The PRIEST backs off to give her
          some privacy with Marcus.
          
                               SERENA
                     Marcus-- I'm Doctor Serena Kogan, I'm
                     with Project Angel. You consented to
                     donate your body to science...
          
          
                                                               (CONTINUED)
          
                                                                                 2.
          CONTINUED:
          
                                 MARCUS
                       Yeah, I'm pretty much done with it.
          
                                 SERENA
                       You've been chosen for our research.
          
                                   MARCUS
                       Chosen?    Lucky me.
          
                                 SERENA
                       We just need a couple of signatures...
          
          Marcus sits up, she passes him the clipboard and pen-- he
          notes that her hands are SHAKING.
          
                                 MARCUS
                       You don't need to be scared.
          
                                   SERENA
                       I'm not.    It's nerve degeneration.
          
          MARCUS looks up from the form, takes in the scarf covering
          her sparse hair.
          
                                   MARCUS
                       Cancer?
          
                                  SERENA
                           (NODS)
                       You're not the only one with a
                       death sentence.
          
          MARCUS meets her eyes.      She studies him a beat.
          
                                 SERENA (cont'd)
                       What you're doing is important,
                       Marcus. Our work is still highly
                       experimental... but you may be
                       helping people in ways you can't
                       begin to imagine.
          
                                 MARCUS
                       I'm a regular hero.
          
          With that sarcastic comment, he SIGNS HIS NAME-- we see the
          words "PROJECT ANGEL" at the top of DENSE TYPE on the form.
          
          SERENA takes the clipboard, starts to rise.         She touches his
          hand for a moment.
                                                                   (CONTINUED)
          
                                                                          3.
          CONTINUED: (2)
          
                                  SERENA
                     Thank you.     And... I'm sorry.
          
                               MARCUS
                     No one lives forever.
          
          THE GUARD sees SERENA out.
          
          
          INT.   DEATH ROW/CORRIDOR - NIGHT
          
          LOW ANGLE - MARCUS' CHAINED ANKLES clank as the GUARDS lead
          him down the corridor, past PRISONERS in their cells; some
          avert their eyes, others give a nod or raise a fist.
          
                               PRIEST (V.O.)
                     Marcus, this is your last
                     opportunity to make a confession...
          
          MARCUS stares straight ahead, taking deep, steady breaths,
          struggling not to succumb to fear.
          
                               PRIEST (V.O.) (cont'd)
                     Is there nothing you would say to
                     Officer Martinez' family?
          
          
          INT.   DEATH ROW/EXECUTION CHAMBER - NIGHT
          
          CLOSE - BUCKLES TIGHTEN... AN ALCOHOL SWAB on MARCUS'
          FOREARM... A NEEDLE punctures his skin.
          
                               MARCUS (V.O.)
                     What can I say. I was seventeen, I
                     was angry, I was stupid.
          
          FINGERS turn the VALVE to release the LETHAL CHEMICALS.
          
          CLOSE ON MARCUS' EYES, looking up toward--
          
          THE DEADLY I.V., running into his arm.
          
          From this, he looks toward--
          
          HIS REFLECTION in a one-way mirror, the dim shapes of
          WITNESSES beyond.
          
          
          
                                                            (CONTINUED)
          
                                                                              4.
          CONTINUED:
          
                                 MARCUS (V.O.) (cont'd)
                       Yeah... I'm sorry about it. I'm
                       sorry about everything. The whole
                       goddamn world...
          
          As the lethal injection takes hold, his POV moves to BRIGHT
          LIGHTS overhead, losing FOCUS and BLEACHING TO WHITE...
          
          From the WHITE SCREEN, a FACE emerges, backlit, blurred--
          it's SERENA. She's in focus for just a moment, leaning INTO
          CAMERA-- then moves OUT OF FRAME.
          
                                                           CUT TO BLACK.
          
          
          SUPER ON BLACK:
          
          SOUTH-CENTRAL SECTOR, NORTH AMERICA, 2018
          
          
          EXT.   CORNFIELD - DUSK
          
          CORNSTALKS as far as the eye can see, rustling in a summer
          breeze. FIGURES are moving within the FIELD. We only make
          them out in SILHOUETTE, but all carry HEAVY RIFLES.
          
          
          INT.   A-10 COCKPIT - DUSK
          
          A COMPUTER TARGETING SCREEN - the FIGURES are HIGHLIGHTED in
          this tactical display, as is an OCTAGONAL HATCH into the
          ground beneath the corn.
          
          
          EXT.   CORNFIELD - DUSK
          
          THE FIGURES in the corn look up-- we hear an AIRCRAFT
          APPROACH with a JET WHINE--
          
          FWOOM! A MASSIVE CONCUSSION as a BUNKER-BUSTING MISSILE
          BORES into the earth at high-velocity, burrowing deep--
          
          --then a HUGE BLAST - FLAME and DIRT are thrown high in the
          air, many of the FIGURES blown sky-high.
          
          A FLAMING BODY hits the ground IN FG, FACE TO CAMERA... we
          now see it was a STEEL TERMINATOR-- its METAL SKULL BLOWN
          OPEN and SCORCHED, its RED EYES SHATTERED.
          
                                                                (CONTINUED)
          
                                                                            5.
          CONTINUED:
          
          A-10 WARTHOGS-- stubby attack planes-- SCREAM from the sky,
          RAKING THE REMAINING FIGURES with CANNON FIRE, BLASTING THEM
          to bits. These aircraft no longer bear traditional U.S.
          insignia-- they're painted in WILD COLORS, graffiti lettering
          says things like: "BOT BLASTER," "KILL FOR CONNOR," "RAGE
          AGAINST THE MACHINES," etc... Resistance fighters.
          
          Motley military and civilian CHOPPERS LAND in the CORNFIELD,
          disgorging RESISTANCE SOLDIERS. These are human troops in
          high-tech HELMETS, carrying slightly futuristic conventional
          ASSAULT WEAPONS.
          
          THE WARTHOGS veer off, laying NAPALM in the distance behind
          the SOLDIERS. The troops run toward--
          
          --AN OPENING which has been blown into the ground, the
          remains of the octagonal hatch where the bunker-buster hit.
          
          A surviving TERMINATOR rises from the SINGED CORN, FIRES its
          PLASMA RIFLE--
          
          --DROPPING A SOLDIER. His comrades FIRE EXPLOSIVE BULLETS--
          and BLOW THE ROBOT APART. The LEADER of this assault group
          waves his soldiers to enter the dark hatchway.
          
          
          INT.   UNDERGROUND FACILITY/CORRIDOR - NIGHT
          
          COLLAPSED CEILINGS, FLAMES, a high-tech installation in
          ruins; RED LIGHTING, distinctive of Skynet environments.
          
          SOLDIERS flick on HELMET LAMPS and make their way carefully
          inside-- pretty deserted. They kick aside rubble to enter--
          
          
          INT.   UNDERGROUND FACILITY/ROBOTIC ROOM - NIGHT
          
          HELMET BEAMS play over BANKS OF ELECTRONICS and--
          
          --a dozen fixed, INDUSTRIAL ROBOTS-- not remotely HUMANOID--
          engaged in mysterious tasks, mechanical arms at work.
          
          THE SOLDIERS rake the room with GUNFIRE-- MACHINERY
          collapses, SPARKS from EXPLODING CIRCUITRY.
          
          
          INT.   UNDERGROUND FACILITY/CORRIDOR - NIGHT
          
          Deeper into the complex, A HEAVY DOOR BLOWS off its hinges.
                                                              (CONTINUED)
          
                                                                           6.
          CONTINUED:
          
                                 TEAM LEADER
                       Clear!
          
          SOLDIERS move from cover and through the blown door.
          
          
          INT.   UNDERGROUND FACILITY/STORAGE ROOM - NIGHT
          
          TUBES and FIBER-OPTIC CABLES run into DOZENS OF GLASS
          CYLINDERS filled with translucent PINK LIQUID. The SOLDIERS
          make their way in, alert-- but nothing's moving in here.
          
          THE TEAM LEADER peers into a cylinder, aims his HEADLAMP at--
          
          --A small MASS OF TISSUE floating inside, connected to a
          dense network of FIBER-OPTIC CABLES... it's a HUMAN BRAIN.
          
                                 TEAM LEADER
                       Oh God.
          
          THE TEAM LEADER recoils-- but before he can say more, the
          ROOM SHAKES with a DEAFENING ROAR.
          
          
          EXT.   CORNFIELD - NIGHT
          
          A huge ESCAPE SHIP rises straight up from an open HATCHWAY.
          Nearby TROOPS crouch and FIRE after it. THE SHIP PIVOTS in
          mid-air and ROARS OFF, SOLDIERS dodging the ENGINE BLAST.
          
          
          INT.   UNDERGROUND FACILITY/STORAGE ROOM - NIGHT
          
          THE TEAM LEADER speaks into his headset. The OTHER SOLDIERS
          inspect the many CYLINDERS, react in horror and shock.
          
                                 TEAM LEADER
                       You will not believe the shit we
                       found down here--
          
          As he speaks, CAMERA FINDS a GREEN LED on the ceiling-- which
          suddenly FLASHES RED and BLINKS RAPIDLY--
          
          
          EXT.   CORNFIELD - NIGHT
          
          WIDE - AN IMMENSE SUBTERRANEAN BLAST causes a few hundred
          yards square to SWELL and then COLLAPSE.
          
                                                             (CONTINUED)
          
                                                                            7.
          CONTINUED:
          
          JETS of FLAME, SMOKE and DIRT RISE in the aftermath.
          
          
          INT.   CHOPPER - NIGHT
          
          A PANICKED PILOT on the radio:
          
                                 PILOT
                       --repeat, that was not us! A ship
                       escaped, they musta blown the place
                       themselves! Jesus, a lot of our
                       guys were still down there...
          
          
          EXT.   CORNFIELD - NIGHT
          
          SOLDIERS above ground help the WOUNDED to EVAC CHOPPERS.
          
          IN FG, FIND the STEEL SKULL of the dead TERMINATOR.
          
                                                             DISSOLVE TO:
          
          
          EXT.   CORNFIELD - DAY
          
          SAME ANGLE-- the TERMINATOR now half-sunk in mud. A FIELD
          MOUSE has nested in its skull cavity, seeking shelter from
          RAINDROPS.
          
          Months have passed, the season changed-- CORN long dead, a
          black stubble. RAIN falls.
          
          A PATCH OF MUD stirs-- something below is moving.       The MUD
          roils, seeming to assume a HUMAN SHAPE...
          
          EYES OPEN, looking around in shock, the naked FIGURE is so
          drenched in mud we can't recognize it at first. The figure
          rises, looks up at the sky, and FALLING RAIN washes away mud
          from his face... it's MARCUS WRIGHT. He opens his mouth,
          makes a few GUTTURAL NOISES... then SCREAMS.
          
          CAMERA PULLS UP from MARCUS' AGONIZED FACE...
          
                                                                 CUT TO:
          
                                                                          8.
          
          
          EXT.   PLATEAU - EVENING
          
          BARE FEET trudge through the dirt. MARCUS moves along a
          slight rise, wrapped in torn and filthy RAGS, mud caked on
          his body. Eerie silence. Reaching the edge of a rise, he
          sees in the distance--
          
          A DECIMATED CITY, buildings collapsed into rubble.
          
          
          EXT.   DEAD CITY - NIGHT
          
          MOONLIGHT. THE SKELETON of a large DOG lies on the ground,
          partially covered by a dusting of SNOW. It still bears a
          rotting COLLAR attached to a CHAIN.
          
          MOVE to a CHAIN-LINK FENCE, partially collapsed, a singed,
          faded sign: "BEWARE OF DOG."
          
          WIDER, we're in the low-rent district of this CITY IN RUINS--
          rubble, random walls still stand. Hulks of cars, rusted,
          windowless. It's been over a decade since the bombs fell.
          
          MARCUS is the only thing alive here. He moves down this
          block, picks up a handful of SNOW, brings it to his lips.
          
          A COLLAPSED NEWSSTAND. MARCUS walks past the racks, picks up
          a MAGAZINE which crumbles in his hands.
          
          A HUMAN SKELETON, clothes in tatters, is half-buried behind
          the collapsed counter. There's a bulge in its shirt pocket.
          
          MARCUS gingerly reaches into the pocket and fishes out a
          cellophane-wrapped PACK OF CIGARETTES and a butane LIGHTER.
          
          MARCUS sits on a piece of rubble by the skeleton. He tears
          open the packet and puts a dried-out, stale cigarette to his
          lips, tries the lighter a few times, finally gets a flame.
          He lights the cig, inhales deeply-- he waits for a rush,
          feels nothing. He takes a few more drags, increasingly
          disappointed, then flicks the cigarette away.
          
          He rises, looks toward a caved-in STOREFRONT, makes out a
          clothing store's TATTERED SIGN on the ground, amidst broken
          glass: "SALE! GOING OUT OF BUSINESS! EVERYTHING MUST GO!"
          
                                                                            9.
          
          
          INT.   RUINED CLOTHING STORE - NIGHT
          
          FALLEN RACKS, CLOTHES and SHOES covered in years of dust and
          rubble. MARCUS, grateful to be rid of the rags, has pulled
          on jeans and sneakers, using the CIGARETTE LIGHTER for
          illumination. He kicks away some FALLEN CEILING TILES from a
          RACK OF ARMY JACKETS. He holds one up-- looks good.
          
          
          INT.   RUINED BAR - NIGHT
          
          Partially collapsed, a downscale watering hole. Broken
          stools, booths, a dead pinball machine. MARCUS, dressed now,
          again using the LIGHTER to find his way, sorts through the
          broken glass and rubble behind the bar, comes up with--
          
          A DUSTY BOTTLE OF WHISKY.
          
                               MARCUS
                     Hallelujah.
          
          He unscrews the cap, raises the bottle to a SKELETON on the
          floor nearby. Marcus takes a long pull-- and CHOKES,
          instantly dizzy. He sinks to the floor, passing out.
          
                                                      CUT TO BLACK.
          
          MEMORY MONTAGE: quick, fragmentary, impressionistic POVs,
          blurred, altered. SFX of HEARTBEATS, a RESPIRATOR.
          
          --WEBS of TUBES and FIBER-OPTICS FILLS THE FRAME.
          
          --GRIDS OF LASER LIGHT scan rapidly INTO CAMERA.
          
          --DIGITAL DISPLAYS blink through murky LIQUID. SERENA moves
          INTO FRAME, a look of concentration on her face as she peers
          through the LIQUID, INTO CAMERA. She starts to smile.
          
                                                       DISSOLVE TO:
          
          
          EXT.   DEAD CITY - DAY
          
          BLUE SKY. TILT DOWN to find MARCUS, who plods on through the
          dead city's outskirts. He pauses near a collapsed BUS KIOSK.
          A SMILING WOMAN stares out at him from a faded ADVERTISEMENT.
          
          MARCUS studies the woman. She's nothing like Serena, but her
          expression recalls the beckoning vision.
                                                              (CONTINUED)
          
                                                                           10.
          CONTINUED:
          
          He runs his hand over the image of her face, pulls away a
          chunk of cracked, graffitied GLASS over the poster. Then he
          carefully tears the poster to remove the woman's face, folds
          the paper, slips it in a pocket and continues on.
          
          
          EXT.   HIGHWAY - NIGHT
          
          Deserted, CAR HULKS about, crumbling SKELETONS at the wheels.
          MARCUS moves down the center of the freeway on this MOONLIT
          NIGHT, paying little attention to anything around him. We're
          in mostly flat, treeless plains.
          
          From the opposite direction, FIGURES approach, moving through
          the darkness. Marcus hurries excitedly toward them, the
          first living creatures he's seen. He waves.
          
                                  MARCUS
                       Hey!   Yo, over here!
          
          The FIGURES pause, turning toward him in unison.
          
                                 MARCUS (cont'd)
                       Damn it's good to see you guys, I felt
                       like I was the last man on...
          
          He freezes in his tracks. These aren't humans. They're T-
          400s-- PLASTIC-SKINNED TERMINATORS-- armed with PLASMA
          RIFLES. They wear a motley collection of found CLOTHING, but
          their male humanoid faces are identical, unnatural and
          motionless, like masks. Their EYES FLICKER RED as they scan
          him.
          
                                   MARCUS (cont'd)
                       Oh God...
          
          Marcus backs away, runs.      The T-400s stare after him-- but
          don't fire.
          
          ANGLE THROUGH BINOCULAR MASK - MARCUS running for all he's
          worth, heading toward the viewer. We hear a muttering VOICE:
          
                                 BOY
                       Hey mister, where you goin' in such
                       a hurry?
          
          ANGLE ON A BOY, scrawny and filthy, in his early to mid
          teens. He crouches on the supports of a FREEWAY SIGN.
          
                                                                (CONTINUED)
          
                                                                            11.
          CONTINUED:
          
          He wears layers of TATTERED, OVER-SIZED CLOTHING.     He
          scrambles quickly down from the sign.
          
          AT AN OFF-RAMP, Marcus' pace slows as he moves to get off the
          freeway, when--
          
          THE BOY emerges from behind some RUBBLE, holding a HANDGUN in
          one hand, a lit OIL LANTERN in the other.
          
                                 BOY (cont'd)
                       Whoah, whoah-- hang on there.   Got
                       any food?
          
          Marcus raises his hands, shakes his head.     The boy looks him
          over dubiously.
          
                                 BOY (cont'd)
                       You look like you been eating
                       pretty good.
          
          The boy moves closer, puts down the LANTERN, frisks Marcus
          with one hand while holding the gun on him with the other.
          
                                 MARCUS
                       You're human... you can see me, you
                       can touch me. This place is real.
          
          THE BOY makes a dubious face, yanks a handful of PAPER SCRAPS
          from Marcus' pocket.
          
                                 MARCUS (cont'd)
                       I thought I was in hell.
          
                                 BOY
                           (raises an eyebrow)
                       This sure ain't heaven.
          
                                 MARCUS
                       Those things with masks, red eyes--
          
                                 BOY
                           (CASUALLY)
                       Terminators-- T-400s.   What is this stuff?
          
          THE BOY unfolds the paper scraps in the LANTERN LIGHT--
          
          ANGLE ON PAPER SCRAPS - the WOMAN'S FACE from the poster, a
          fragment of a MODEL'S PHOTO from a MAGAZINE AD, a painting of
          a FEMALE FACE from a PAPERBACK COVER.
                                                                (CONTINUED)
          
                                                                           12.
          CONTINUED: (2)
          
          THE BOY looks puzzled, intrigued by the pictures. But with
          sudden speed, MARCUS GRABS THE BOY'S GUN HAND and wrenches it
          hard-- it FIRES into the air. MARCUS gets control of the
          gun, wraps one arm around the boy's throat.
          
                              MARCUS
                    If I'm not in hell, where am I?!
          
                              BOY
                        (CHOKING)
                    Texas!
          
          The NOISE of a SHOTGUN PUMPING close behind MARCUS--
          
          MARCUS spins to face his attacker, pressing the handgun into
          the boy's cheek. He's face to face with--
          
          A GIRL, a couple of years younger than the BOY, training the
          shotgun at Marcus' head-- she looks ready to shoot.
          
                              GIRL
                    Let him go!
          
                              MARCUS
                    First put down the shotgun.
          
          THE GIRL shakes her head angrily.   She wears an aged, beloved
          BASEBALL CAP with a STAR on it.
          
                              BOY
                    Do what he says.
          
                              GIRL
                    He'll kill us both!
          
                              MARCUS
                    I don't wanna kill anyone.
          
                              BOY
                    Do it, Star. Put it down.
          
          She shakes her head slightly, aiming carefully at Marcus'
          head, just a few feet away, a slight smile on her face.
          
                              GIRL
                    There was only one bullet in that gun.
          
          MARCUS hooks his foot around the oil lantern and deftly--
          
                                                             (CONTINUED)
          
                                                                          13.
          CONTINUED: (3)
          
          --BOOTS IT at the GIRL. BURNING OIL spills across her leg,
          she cries out and fumbles the shotgun. MARCUS tosses the BOY
          at her, the two of them SPRAWL on the ground, the shotgun
          falling to one side--
          
          MARCUS quickly snatches up the shotgun.
          
          Using SNOW, the BOY helps the GIRL extinguish the flames from
          her clothing.
          
          MARCUS stands over the kids with a gun in each hand.   He
          struggles to control anger, speaks quietly.
          
                              MARCUS
                    I don't like it when people point
                    guns at me.
          
                              GIRL
                    It wasn't loaded.
          
          MARCUS quickly checks the chambers of both the shotgun and
          handgun-- indeed, both are empty.
          
                              MARCUS
                    You took on a guy like me with one
                    bullet and an empty shotgun?
                        (studies them admiringly)
                    Pretty stupid.
          
          He shoves the handgun in his belt, puts the shotgun down and
          kneels to pick up fallen scraps of paper-- a few have caught
          FIRE and are incinerated.
          
          THE BOY and GIRL get to their feet, stare at Marcus.
          
                              GIRL
                    Can I have my gun back?
          
          MARCUS shrugs, gestures for her to pick it up.   He still
          looks at the PICTURES in his hands.
          
                              GIRL (cont'd)
                    Where'd you get those?
          
                              MARCUS
                    In the city.
          
          
          
                                                             (CONTINUED)
          
                                                                          14.
          CONTINUED: (4)
          
                              BOY
                        (steps away from him)
                    The city? Oh man. That place is
                    red hot.
          
                              MARCUS
                        (a small smile)
                    Seemed kinda dead to me.
          
                              BOY
                    No-- radiation.
          
          A SPOTLIGHT appears in the distance-- a ROVING HUNTER-KILLER
          moving in their direction.
          
          Quickly, automatically, the kids dive for cover behind a WALL
          OF DEBRIS. MARCUS looks toward the LIGHT, unaware of danger.
          
          THE BOY bolts from behind cover, grabs MARCUS by the arm--
          
                              BOY (cont'd)
                    Get down, they've seen the light!
          
          He drags Marcus back behind the debris wall, just in time--
          
          As the H-K nears, the LIGHT FINDS the BURNING OIL. It FIRES
          BLUE PULSES, which CHEW up the asphalt nearby-- then it moves
          on, failing to pick out the humans. Marcus is dumbfounded.
          
                              MARCUS
                    That wasn't a helicopter...
          
                              BOY
                    It's an H-K-- hunter-killer.   Where
                    the hell have you been?
          
                              GIRL
                    Rads musta fried his brains.   Let's
                    go, Kyle.
          
          The H-K has vanished in the distance. The girl rises.   The
          boy-- KYLE-- shakes his head, stays at Marcus' side.
          
                              KYLE
                    What's your name?
          
                              MARCUS
                        (after a beat)
                    Marcus. Marcus Wright.
                                                            (CONTINUED)
          
                                                                          15.
          CONTINUED: (5)
          
                               KYLE
                     Kyle Reese.
                         (indicates girl)
                     She doesn't remember her name--
                         (re: her cap)
                     --so I call her Star.
          
          STAR gives Marcus a small, reluctant wave.
          
                               KYLE (cont'd)
                     Gonna be light soon, Marcus, better
                     find cover. We spotted some
                     buildings half a mile that way.
          
          KYLE points but gets no response. He shrugs, sets off with
          Star in that direction. Kyle calls over his shoulder:
          
                               KYLE (cont'd)
                     You can come if you want.
          
                               STAR
                         (hissing at him)
                     Why? We don't need him.
          
                               KYLE
                         (a shrug, sotto)
                     I like him. He's funny.
          
          MARCUS looks around at the desolate world-- and the two teens
          receding ahead of him. After a beat, he follows.
          
                                                            CUT TO:
          
          
          EXT.   HIGHWAY - DAWN
          
          A FALLEN SIGN - "GAS FOOD LODGING."
          
          KYLE, STAR and MARCUS move along the roadside, heading toward
          dark BUILDINGS a few hundred yards off near an overpass.
          
                               MARCUS
                     What year is it?
          
                                  STAR
                     Seventeen.
          
                                KYLE
                     Nope.   Eighteen.
                                                            (CONTINUED)
          
                                                                          16.
          CONTINUED:
          
                                 STAR
                       Are you sure?
          
                                  KYLE
                       Yup.   Two thousand eighteen.
          
                                 MARCUS
                       Fifteen years... I've lost 15 years.
                       So who did it to us? Terrorists?
                       The Russians, the Chinese--?
          
                                  STAR
                       Huh?
          
                                 MARCUS
                       The nukes. There was a war, right?
                       Who started it?
          
          KYLE cocks his head at him.
          
                                 KYLE
                       Something fall on your head? The
                       machines did it, the computers--
                       they got smart.
          
                                 STAR
                       Judgment Day... I was just a baby.
          
                                 KYLE
                       What's the last thing you remember?
          
                                 MARCUS
                           (a beat)
                       Dying.
          
          
          EXT.   REST STOP - DAY
          
          A MEXICAN FAST FOOD JOINT, windows broken, sign collapsed,
          near a two-story MOTEL with a COVERED CARPORT. The pavement
          is CRACKED, the structures WEATHERED, abandoned for a decade.
          
          MARCUS, KYLE and STAR suddenly rise from a hiding spot by a
          DUMPSTER in a parking area. KYLE scans the FAST-FOOD PLACE
          with the binoculars, while STAR studies a WATCH she carries.
          
                                  KYLE
                       Eyeball.   Only one.
          
                                                              (CONTINUED)
          
                                                                          17.
          CONTINUED:
          
          They drop down again.
          
          ONE AEROSTAT patrols the area. It's a surveillance drone the
          size of a softball, shiny steel, an inset camera lens with a
          RED GLOW. It flies in a geometric pattern, hovering every
          few seconds before continuing on. It vanishes around the
          corner of the fast-food joint, moving in the direction of the
          motel. STAR has been timing its moves.
          
                                 STAR
                       Now!
          
          KYLE and STAR dash for the fast-food entrance, MARCUS just
          behind. They round the doorway and--
          
          
          INT.   FAST FOOD JOINT - DAY
          
          --drop down inside behind an upended table in what was once a
          taco place, remnants of Mexican decor.
          
          THROUGH A DIRTY WINDOW, they see the AEROSTAT buzz past,
          flying its pattern. It moves on without spotting them, then
          takes off in a new direction.
          
          KYLE and STAR set to searching the place, something they've
          done many times. They go through trash cans, check behind
          the counters and in the kitchen. MARCUS gets up, still
          looking out the windows.
          
                                 MARCUS
                       That flying grapefruit, what was it?
          
                                 KYLE
                       Aerostat-- one of Skynet's eyes.
                       They patrol places like this,
                       looking for survivors.
          
                                 STAR
                       Yes!
          
          She's come up with some UNOPENED PACKETS OF CONDIMENTS from a
          bag of TRASH. KYLE trots over.
          
                                 KYLE
                       Any red ones?
          
          She nods excitedly, hands him a packet.    He tears it open,
          sucks down the contents eagerly.
                                                              (CONTINUED)
          
                                                                         18.
          CONTINUED:
          
                                   KYLE (cont'd)
                       Mm.    Ketchup.
          
          STAR discards one packet, sucks at another-- and immediately
          makes a pained face and tosses the packet aside.
          
                                    STAR
                       Yuk!
          
          MARCUS picks up the packet, looks at it.
          
                                 MARCUS
                       Jalapeņo sauce.
          
          STAR and KYLE pause in their eating, stare at him.
          
                                 STAR
                       You can read.
          
          MARCUS shrugs modestly.
          
                                 KYLE
                       So can I.
                           (off Star's look)
                       Well, sort of... a little.
          
          With obvious reluctance, STAR holds a packet of mustard
          toward Marcus.
          
                                    STAR
                       Want some?
          
          Marcus gallantly waves it away.
          
                                    MARCUS
                       No thanks.     Not hungry.
          
                                 KYLE
                       Never heard anyone say that before.
          
                                                               CUT TO:
          
          
          INT.   ABANDONED MOTEL ROOM - DAY
          
          ANGLE IN MIRROR - MARCUS stares at his own reflection in a
          cracked MIRROR.
          
          
                                                               (CONTINUED)
          
                                                                         19.
          CONTINUED:
          
                                 MARCUS
                       I look the same.
          
          STAR closes tattered curtains, plops on the bare bed, ready
          for sleep. The room's a mess, GRAFFITI here and there, trash
          scattered about; they're not the first squatters who've been
          here. THE GUNS and STAR'S WATCH lie on a dresser.
          
          KYLE sits before the TV-- he's scratching STICK FIGURES onto
          the screen with a rusted POCKETKNIFE. One is clearly meant
          to be him; the smaller one, wearing a baseball cap, is Star.
          
                                 KYLE
                       You ever watch television?
          
                                 MARCUS
                       Oh yeah. Was about all I ever had
                       to look forward to in the joint.
          
                                 STAR
                           (YAWNING)
                       What's a joint?
          
                                 MARCUS
                           (BLINKS)
                       Prison. Spent half my life there.
          
                                 KYLE
                       I remember TV a little.   Cartoons.
                       It was great.
          
          KYLE plops on the bed next to STAR, who's already out.
          MARCUS studies them.
          
                                 MARCUS
                       She your sister?
          
                                 KYLE
                       Dunno. Been together since we was
                       little. Bunch of us kids was at
                       the day-care center when the bombs
                       fell... she and me are the only
                       ones still around.
          
                                 MARCUS
                           (disturbed; gestures around)
                       So this is it? Your life?
          
          
                                                             (CONTINUED)
          
                                                                         20.
          CONTINUED: (2)
          
                              KYLE
                    We're gonna find the Resistance, fight
                    for John Connor against Skynet. You
                    oughta join us, you're pretty cool.
          
                              MARCUS
                    You don't know me.
          
                              KYLE
                    You're strong, you can read... you
                    didn't kill us. Good enough for me...
          
                              MARCUS
                    Skynet runs the machines...?   So
                    who's this John Connor?
          
                              KYLE
                    He's... I don't know. The best.
                    Everybody talks about him. He's
                    the one who's gonna save us.
          
                              MARCUS
                    Yeah, right. Him and Jesus.
          
                              KYLE
                    Who's Jesus?
          
                              MARCUS
                    You're asking the wrong guy.
          
                              KYLE
                        (closing his eyes)
                    So why were you in prison?
          
                              MARCUS
                        (a long beat)
                    I killed a cop.
          
                              KYLE
                    Were cops like terminators?
          
                              MARCUS
                    Well... Nah, some of `em were all right.
                        (SIGHS)
                    My little brother Max, pretty wild
                    kid, not much older than you-- he
                    stole a car, just joy-riding,
                    y'know, showing off.
                              (MORE)
                                                               (CONTINUED)
          
                                                                         21.
          CONTINUED: (3)
                                MARCUS (cont'd)
                     Cop chased him right into our front
                     yard, pulled him outta the car...
                     and started whaling on him, kicking
                     the shit out of him. No reason for
                     it, Max was already in cuffs. I ran
                     out of the house, guy tried to pull
                     his gun on me-- guess I just went
                     off on him. Don't even remember it
                     really... they say I broke his neck.
                         (BEAT)
                     Max must be dead too, now... like
                     everybody else.
          
          MARCUS notices now that Kyle is asleep-- it's as if he's
          lulled him with a bedtime story. Marcus is oddly touched,
          pulls a cover over both the kids. KYLE starts, half-asleep--
          
                               KYLE
                     You gonna be here when I wake up?
          
                                MARCUS
                     Sure.
          
                                KYLE
                     Good.   Stay away from the windows.
          
          So saying, KYLE falls back asleep. MARCUS sighs, moves
          through the room, quietly opens a drawer or two and finds--
          
          A BIBLE.
          
          
          INT.   MOTEL CORRIDOR - DAY
          
          AFTERNOON LIGHT, MARCUS sits on the floor by a room door,
          shotgun leaned on the wall at his side. He has the bible
          open in his lap, head bowed over it. CLOSER-- his eyes are
          closed, he's asleep.
          
          THE DOOR OPENS behind him, STAR peers out-- and looks
          relieved to see Marcus is still with them. As she takes a
          step toward him, he starts awake.
          
                                STAR
                     Just me.
          
          MARCUS relaxes, she sits down beside him.
          
          
                                                            (CONTINUED)
          
                                                                           22.
          CONTINUED:
          
                                 STAR (cont'd)
                       Whatcha reading?
          
                                  MARCUS
                       The bible. My grandma always tried
                       to get me into it, but-- it always
                       put me to sleep.
                           (BEAT)
                       Still does.
          
                                 STAR
                       Would you read something to me?
          
          MARCUS shrugs and nods, flips to a random page, squints at
          the text.
          
                                 MARCUS
                       "...of the tribe of Simeon, Shaphat
                       the son of Hori. Of the tribe of
                       Judah, Caleb the son Jephunneh--"
          
                                 STAR
                       There's a book inside with pictures.
          
          She's already on her feet.
          
          CLOSE - A PHONEBOOK, minutes later.    We hear MARCUS reading:
          
                                 MARCUS
                       "Guaranteed lowest prices... open
                       seven days..."
          
          STAR sits at his side, looking over his shoulder as he turns
          pages. She points to something:
          
                                 STAR
                       What's that?
          
                                 MARCUS
                       It's a flower. A rose.
          
                                 STAR
                           (full of wonder)
                       So... all those numbers... you
                       could call them and get, like,
                       flowers, or someone to come over
                       and fix stuff, or bring you food...
          
          
                                                              (CONTINUED)
          
                                                                         23.
          CONTINUED: (2)
          
                              MARCUS
                        (nods, touched)
                    Guess people had it pretty good.
                        (FLIPS)
                    What else we got... movers,
                    mufflers, music--
          
                              STAR
                    Music?
          
                              MARCUS
                    You know, pianos, guitars...
          
                              STAR
                    I don't remember music.
          
                              MARCUS
                    Come on. You must...
                        (approximating the tune)
                    "I can't get no... satisfaction..."
                        (off her blank look)
                    "We are family... I got all my sisters
                    with me..." No, huh. How about...
                    "Twinkle twinkle little star..."
          
          Star's face lights up, she nods eagerly, sings along:
          
                              MARCUS & STAR
                    "How I wonder what you are... up
                    above the world so high, like a
                    diamond in the sky..."
          
          STAR is dizzy with emotion, wipes an eye, turning away.
          
                              MARCUS
                    You OK?
          
                              STAR
                        (shakes her head)
                    Somebody used to sing that to me.
          
          MARCUS puts the phonebook aside, puts a hand on her arm; and
          she leans into him for a hug, tears forming in her eyes.
          
                              STAR (cont'd)
                    Stay with us, Marcus. Please.
          
          
          
                                                             (CONTINUED)
          
                                                                          24.
          CONTINUED: (3)
          
          MARCUS looks down at her, affected.
          
                                                       DISSOLVE TO:
          
          
          EXT.   MOTEL - DAY
          
          AEROSTAT POV - a PIXELLATED ELECTRONIC IMAGE as it patrols
          the MOTEL AREA in its geometric pattern. It ZOOMS into the
          CARPORT, quickly scanning the abandoned VEHICLES, among which
          is an aged, open JEEP WRANGLER, its HOOD UP, parked beside a
          customized VAN. The cars are covered in DUST, the TIRES
          FLAT, they've been sitting here for a decade.
          
          OBJECTIVE ANGLE - the AEROSTAT zips off on its rounds. After
          a moment, the VAN DOOR slides open. MARCUS moves quickly
          back to the JEEP, KYLE and STAR behind him.
          
          STAR checks her WATCH while MARCUS goes back to work on the
          JEEP'S ENGINE. He's found some tools, already has removed
          and cleaned SPARK PLUGS, dismantled the DISTRIBUTOR. KYLE,
          meanwhile, returns to INFLATING one of the tires with a
          BICYCLE PUMP.
          
                               KYLE
                     If we get it to move, will you
                     teach me to make it go?
          
                               MARCUS
                     It's called driving.   Sure.
          
          STAR wipes DIRT off the side of the VAN, revealing air-
          brushed ARTWORK beneath...
          
                                STAR
                     Wow.   What were these like?
          
          MARCUS looks up from his work to see--
          
          A WHITE UNICORN in a FIELD OF FLOWERS.
          
                               MARCUS
                         (SMILING)
                     Not too many around in my time.
          
                                                       DISSOLVE TO:
          
                                                                          25.
          
          
          EXT.   MOTEL - NIGHT
          
          THE AEROSTAT zips past the CARPORT.   As soon as its gone--
          
                                 STAR
                     Now!
          
          THE JEEP is suddenly PUSHED from the carport, tires somewhat
          inflated. MARCUS is on one side of the rear, KYLE on the
          other, STAR behind the wheel, the seat moved all the way up.
          
          They get the vehicle to a slight SLOPE, it begins to roll on
          its own.
          
                               MARCUS
                     Pop the clutch! Let your foot up!
          
          ANGLE IN JEEP
          
          We see it's been hot-wired. STAR has her foot all the way
          down on the clutch, now lets up--
          
          THE JEEP BUCKS and SPUTTERS... but CATCHES. As soon as it
          does, MUSIC BLARES from the tape deck-- raucous HEAVY METAL,
          the aged cassette SPEEDS and SLOWS. MARCUS runs for the
          driver's side, but the JEEP is pulling ahead fast.
          
          ANGLE IN JEEP
          
          STAR is staring at the speaker, mesmerized at the sound of
          the MUSIC. When she looks out the windshield--
          
          --she's about to HIT A WALL, SQUEALS in terror--
          
          --MARCUS vaults in and pushes her aside, squeezing behind the
          wheel, hitting the brakes and throwing the Jeep into neutral.
          
                               KYLE
                     Aerostat's coming!
          
          KYLE hops in back as MARCUS adjusts the seat and FLOORS IT.
          THE KIDS are exhilarated as MARCUS zooms out of there,
          heading off-road across the plains, LIGHTS OFF, MUSIC LOUD.
          
                                 STAR
                     Music...
          
                                 MARCUS
                     Sort of.
                                                             (CONTINUED)
          
                                                                              26.
          CONTINUED:
          
          MARCUS turns the MUSIC DOWN.       He looks up to see--
          
          --THE AEROSTAT, right over their heads, keeping pace with the
          vehicle, RED LIGHTS FLASHING.
          
          KYLE rises in back, SWINGS at it with the SHOTGUN BUTT--
          
          THE AEROSTAT deftly dodges the blows.
          
                                 STAR
                       Oh no! It's gonna call a
                       Harvester, we're dead--
          
          MARCUS SLAMS on the brakes-- the AEROSTAT stops a few feet
          ahead of them, hovering in the air.
          
          MARCUS picks up an X-shaped LUG WRENCH from behind his seat,
          rises, taking aim--
          
          --and HURLS THE WRENCH with amazing speed and power--
          
          --it flies like a throwing star and SMASHES the AEROSTAT to
          BITS in a shower of SPARKS and METAL.
          
          The three of them stare breathlessly for a moment.
          
                                  KYLE
                       Wow.   You're good.
          
          MARCUS flexes his hand, startled at his own strength.
          
                                                            DISSOLVE TO:
          
          
          EXT.   TEXAS PLAINS - NIGHT
          
          The JEEP moves off-road, HEADLIGHTS OFF, traveling by
          MOONLIGHT. It SWERVES and BUCKS from time to time. MUSIC
          PLAYS from the TAPE DECK, something more melodic.
          
          ANGLE IN JEEP - KYLE behind the wheel, having the time of his
          life, MARCUS supervising, STAR enjoying the breeze and the
          unfamiliar sensation of a moving vehicle.
          
                                   STAR
                       Faster!
          
                                   MARCUS
                       No!    You're doing fine.
                                                                    (CONTINUED)
          
                                                                          27.
          CONTINUED:
          
          The SONG suddenly GARBLES, turning to NOISE. MARCUS ejects
          the tape, pulls it out-- it's unspooled, tangled in the
          stereo's guts. THE KIDS groan disappointedly. STATIC from
          the radio now... but a FAINT VOICE audible beneath it.
          
                                 MARCUS (cont'd)
                       Ssh.
          
          MARCUS FIDDLES with the dial. He can't get the SOUND clear,
          rolls through the dial. Varying levels of STATIC, then a
          relatively CLEAR VOICE:
          
                                 RADIO VOICE
                       --proper ratio of ammonium nitrate
                       to diesel fuel. A bomb of this
                       type can be contained in an
                       ordinary plastic garbage bag, and
                       will detonate on impact...
          
                                 KYLE
                           (EXCITED)
                       That's him!
          
                                 RADIO VOICE
                       This recording has described booby-
                       traps and explosive devices. It
                       will repeat every two hours on
                       different frequencies to avoid
                       Skynet jamming...
          
          STAR points toward the horizon.    Marcus looks up.
          
                                 MARCUS
                       Stop the car.
          
          KYLE ACCELERATES.
          
                                 MARCUS (cont'd)
                       Other pedal, other pedal!
          
          They SCREECH to a halt.
          
          IN THE DISTANCE - a RED GLOW of FLAMES far away. SILHOUETTED
          against this, strange FLYING VEHICLES and spindly, spider-
          like MACHINES are just visible.
          
          
          
          
                                                                (CONTINUED)
          
                                                                          28.
          CONTINUED: (2)
          
                               RADIO VOICE
                     Do not give in to despair. As
                     bleak as things seem, I assure you,
                     humanity will triumph.
          
          HIGH ANGLE - THE JEEP turns away from the conflagration,
          moves off in a new direction and vanishes into the darkness.
          
                               RADIO VOICE (cont'd)
                     The machines only win when we give
                     up hope... this is John Connor.
          
                                                           DISSOLVE TO:
          
          
          EXT.   SERVICE STATION - DAWN
          
          HIGH ANGLE - a crumbling SERVICE STATION with a RUSTING
          TANKER on flat tires, the cab long gone.   MOVE TO FIND the
          JEEP approaching off-road.
          
          THE JEEP pulls to a stop, MARCUS gets out from behind the
          wheel and moves to the TANKER. STAR and KYLE, with his
          binocs, scan the area for signs of Skynet surveillance.
          
                               KYLE
                     We oughta find a place to hole up
                     for the day...
          
          MARCUS pounds on the TANKER-- a deep echo.
          
                                 MARCUS
                     Damn it.    Empty.
          
          KYLE sniffs the air.
          
                               KYLE
                     You smell that?
          
          STAR sniffs the air herself, eyes going wide.
          
                                 STAR
                     Food!
          
          They both hop out of the Jeep, running toward the GARAGE,
          each carrying their unloaded GUNS.
          
          HIGH ANGLE - from BEHIND THE RUSTING SIGN, an AEROSTAT
          appears, aimed at the kids, LIGHTS BLINKING.
          
                                                                           29.
          
          
          INT.   SERVICE STATION - DAWN
          
          KYLE and STAR slither under a partially open GARAGE DOOR.
          The space is dark, SMOKE-FILLED... STRIPS OF DRIED MEAT hang
          from the hydraulic lift. The two youths look amazed and
          delighted. Kyle shoves the gun into his waistband, moves to
          the closest strip and PEELS OFF A PIECE, takes a tentative
          bite, then gnaws ravenously. Star leans the shotgun against
          the wall and follows suit.
          
          MARCUS lifts the garage door and enters, DAWN LIGHT streaming
          in behind him.
          
                               MARCUS
                     What is this?
          
                                KYLE
                         (mouth full)
                     Who cares?
          
          Marcus squints at something in the darkness.   He takes a step
          forward, then grabs Star's arm.
          
                               MARCUS
                     Spit it out!
          
                                STAR
                         (CHEWING)
                     It's good!
          
          Now KYLE reacts to what Marcus saw, GAGS and SPITS out meat.
          He's staring at--
          
          --a dried, severed HUMAN HAND, resting on a GRILLE in the
          sunken SERVICE PIT, where a CHARCOAL FIRE smolders.
          
          Star sees it too, turns and RETCHES, just as--
          
          --three animal-like CANNIBALS emerge from the back of the
          garage-- two burly, ugly, unshaven MEN and a wild-eyed,
          unhealthy-looking WOMAN with matted hair. We'll call them
          PIG, BULL and COW. PIG grabs the SHOTGUN, BULL grabs KYLE
          and yanks the HANDGUN from his waistband.
          
          COW grabs STAR, shoves her into the center of the garage,
          beside Kyle and Bull. Bull tosses the handgun to COW who
          keeps it trained on the kids, sizing them up.
          
          
                                                             (CONTINUED)
          
                                                                          30.
          CONTINUED:
          
                                 COW
                       Not much meat on `em.
          
          PIG eyes Marcus, points the shotgun in his face.
          
                                 PIG
                       This one's fi-i-ine--
          
          MARCUS raises two fingers like a peace sign-- then shoves
          them into the barrels of the shotgun. PIG snorts and PULLS
          THE TRIGGER-- CLICK.
          
                                 MARCUS
                       Oops.
          
          MARCUS yanks the gun away and tosses it aside, HEAD-BUTTS
          Pig, who staggers backward, BLOOD SPRAYING from his nose.
          
          COW points the unloaded HANDGUN at Marcus-- CLICK CLICK.
          
          KYLE and STAR get free of BULL and dash for the exit, they're
          out of there in a flash.
          
          BULL CHARGES MARCUS, who dodges him, grabs the man and--
          
          --HURLS HIM HEAD FIRST into the CHARCOAL PIT-- his BODY
          SIZZLES against the coals, he SCREAMS and WRITHES.
          
          COW picks up an AXE with two hands and SWINGS it at MARCUS
          who GRABS the HANDLE with one hand and YANKS it away.
          
          COW knows she's met her match, turns and flees, heading out
          the way Kyle and Star went.
          
          MARCUS advances on PIG and BULL, brandishing the AXE. Pig
          squirms back across the floor, wiping BLOOD from his face.
          
                                 PIG
                       We didn't kill `em! I swear to
                       God, they was dead already, we
                       wasn't gonna let `em rot--
          
          BULL has scrambled out of the coal pit, but is in too much
          pain to rise.
          
                                 BULL
                       Go `head, take as much as you want,
                       we're on the same side here--
          
                                                             (CONTINUED)
          
                                                                            31.
          CONTINUED: (2)
          
          Marcus looks ready to finish them off-- but reacts to CRIES
          from outside, a loud MECHANICAL RUMBLE.
          
          
          EXT.   SERVICE STATION - DAY
          
          A HARVESTER-- a GIANT INSECT-LIKE TERMINATOR-- is outside the
          station. Many times the size of a human being, MULTIPLE ARMS
          and LEGS sprout from its thorax, it has multiple CAMERA EYES
          on long, swiveling stalks-- it carries KYLE and STAR, the
          kids struggle frantically, caught in the harvester's jointed
          steel appendages.
          
          One unblinking EYE SCANS KYLE, another STAR; the harvester
          produces a NEEDLE from one of its arms, INJECTS the boy-- who
          instantly goes limp, unconscious. It does the same to STAR.
          
          As COW emerges--
          
          --THE HARVESTER SPRINGS on her, with startling speed. She
          SCREAMS as the enormous terminator hoists her into the air
          with the others, INJECTS her and begins moving toward--
          
          --A TRANSPORT. This consists of CONTAINER resembling a semi-
          trailer or wheeled dumpster, attached within a FRAMEWORK that
          features movable ENGINE PODS and a mysterious ARMATURE at the
          front. A STEEL LID in the top of the container OPENS
          hydraulically, the Harvester DEPOSITS the HUMAN CAPTIVES
          inside, and the LID SLAMS SHUT.
          
          MARCUS has emerged from the garage, still carrying the AXE.
          He stays low, hidden behind the tanker, watching as--
          
          --PIG and BULL flee through a back entrance to the garage,
          immediately attracting the attention of--
          
          --the Harvester, which sets off in pursuit.
          
          Marcus comes to a decision.    He SPRINTS into the open, toward
          the TRANSPORT, and--
          
          --CLAMBERS up the side, hitting the thing at full speed,
          using an engine pod to boost himself higher. He's still
          short but swings the AXE and--
          
          --hooks the AXE HEAD over the top of the container, like a
          grappling hook. He pulls himself up and--
          
          
                                                              (CONTINUED)
          
                                                                          32.
          CONTINUED:
          
          --crawls across the roof, to the LID. There's a barred,
          reinforced MESH PANEL here, through which he can see--
          
          ANGLE IN TRANSPORT
          
          --about TWENTY HUMAN PRISONERS, unconscious on the steel
          floor. Among them are KYLE and STAR. Star MOANS, opens her
          eyes briefly and sees--
          
          --MARCUS' SILHOUETTE above her.
          
          Her eyes flutter shut again.
          
          MARCUS struggles to raise the sealed lid, but there's no
          purchase available, just a smooth seam. Suddenly--
          
          --the TRANSPORT JERKS. MARCUS nearly loses his footing as
          the TRANSPORT STARTS ROLLING forward. He drops to his belly,
          seeing that the transport is approaching--
          
          --the HARVESTER, which now carries PIG and BULL, both
          unconscious. THE LID OPENS and the Harvester DROPS the two
          men INSIDE-- but its camera eyes fail to register Marcus, who
          crouches behind the open lid. As the lid BEGINS TO CLOSE,
          the Harvester attaches to the armature at the front of the
          transport, making itself an aerodynamic part of the machine.
          
          MARCUS THRUSTS THE HEAD OF THE AXE under the closing LID in
          order to prevent it from sealing. THE LID grinds against it,
          but remains ajar. A moment later--
          
          --THE ENGINE PODS ROTATE DOWNWARD, FIRE and--
          
          --THE TRANSPORT LIFTS OFF THE GROUND. Within moments, the
          airborne dumpster has risen hundreds of feet in the air.
          
          
          EXT.   AERIAL - DAY
          
          MARCUS moves to the edge, looks down in astonishment at the
          fallow plains far below. Looking to the side, he sees--
          
          --A PAIR OF HUNTER KILLERS, swooping in quickly to provide an
          escort for the slower moving transport.
          
          WIND buffets Marcus, he hangs on for dear life. Clinging to
          the top of the transport, he slowly makes his way back toward
          the LID. As the transport BANKS, he almost loses his grasp,
          dangling for a moment before the craft rights itself.
                                                            (CONTINUED)
          
                                                                          33.
          CONTINUED:
          
          MARCUS reaches under the jammed lid and pulls with all his
          might. This thing is really heavy, plus he's fighting the
          WIND BLAST. MARCUS hears something behind him--
          
          THE HARVESTER has spotted him and is now prying itself loose
          from the armature. Also buffeted by the wind, it starts to
          move gingerly down the length of the transport toward Marcus.
          
          MARCUS must let the LID CLOSE. He snatches up the AXE, takes
          a couple of WHACKS at the thing, DENTING the metal, but doing
          no serious damage. The Harvester KNOCKS the weapon out of
          his hand, Marcus has no choice but to keep backing away.
          
          MARCUS is driven to the back of the transport. Struggling
          for handholds, he lowers himself out of sight, down the
          framework along the side, getting out of the wind. Suddenly--
          
          --STEEL CLAWS WRAP around him FROM BELOW, YANK him downward.
          
          THE HARVESTER has crawled around the SIDE of the TRANSPORT,
          and under the BOTTOM, in order to GRAB HIM. The hideous
          machine now holds him in its clutches, hundreds of feet in
          the air, its CAMERA EYES fixed on him.
          
          THE HARVESTER produces its needle, it's coming at his face--
          but MARCUS frees one hand, grabs the syringe, managing to
          hold it back, inches from his skin. His strength is
          weakening, but as the Harvester makes its final thrust--
          
          --he JERKS the NEEDLE to one side and it BENDS against one of
          the Harvester's own steel limbs.
          
          Undaunted, the creature crawls up the side of the transport,
          Marcus still in its clutches. It moves to the lid, which
          OPENS. It lets go of Marcus to drop him inside when--
          
          --MARCUS seizes two of its appendages and swings up onto the
          harvester's back, where he--
          
          --GRABS a couple of EYE STALKS, trying to RIP them from the
          harvester's thorax, LOOSE WIRES SPARK. The Harvester twists
          and thrashes, it's like he's a rodeo rider. A LIMB wraps
          around him, starting to CRUSH him in a vise-like grip, when
          SUDDENLY--
          
          --CANNON FIRE RIPS through the towering HARVESTER, blowing
          its thorax to PIECES, barely MISSING MARCUS.
          
          
                                                            (CONTINUED)
          
                                                                          34.
          CONTINUED: (2)
          
          A PAIR OF A-10 WARTHOGS-- the same colorful ground attack
          aircraft we saw in the first battle-- ROAR PAST on either
          side of the transport.
          
          THE CRIPPLED HARVESTER topples off the side of the transport,
          still clutching MARCUS and--
          
          --CATCHES on an ENGINE POD, the creature and Marcus both
          suspended in the air. THE HARVESTER ROASTS in the ENGINE
          BLAST, its CPU finally dies. Marcus is suspended below the
          engine, the steel limb RELEASES HIM, he has to cling to it
          now, to keep from falling.
          
          The HUNTER-KILLERS peel out in pursuit of the two Resistance
          planes.
          
          A DOGFIGHT ensues between the much larger, more heavily
          armored H-Ks, and the smaller, more maneuverable WARTHOGS.
          CANNON FIRE CATCHES an H-K but has no effect. The H-Ks' BLUE
          PLASMA PULSES barely miss the planes, which loop and bank.
          
          An AIR-TO-AIR MISSILE STREAKS from a WARTHOG and BLASTS the
          ENGINE of an H-K. AN EXPLOSION, the thing starts flying
          erratically, heading downward and--
          
          --CRASHING to earth in a glorious FIREBALL.
          
          
          EXT.   AERIAL & RIVER - DAY
          
          The planes are nearing a RIVER, bordered by sickly TREES. On
          the far banks, even from above, we see ominous MILITARY
          FORTIFICATIONS-- CONCRETE BUNKERS, ANTI-AIRCRAFT GUNS, etc.
          
          MARCUS meanwhile, is trying to climb up the dead Harvester,
          avoid the ENGINE BLAST and find a handhold on the transport.
          
          THE A-10 that shot down the H-K comes around for another pass
          at the transport, but--
          
          --ANTI-AIRCRAFT GUNS at the far side of the river let out a
          VOLLEY of BLUE PLASMA-FIRE. The BURSTS arc toward the A-10,
          which swerves and climbs, but--
          
          --PLASMA FIRE destroys a wing, the A-10 SPINS out of control.
          
          THE OTHER A-10 breaks off its dogfight with its H-K and
          speeds away from the river.
          
                                                            (CONTINUED)
          
                                                                          35.
          CONTINUED:
          
          MARCUS is tantalizingly close to the upper lip of the
          transport, he reaches out and--
          
          --THE FRIED HARVESTER suddenly dislodges from the ENGINE POD,
          taking Marcus with it, into FREEFALL.
          
          WITH MARCUS, plummeting downward toward earth, a hundred feet
          below, the transport continuing on its way above, crossing
          the river.
          
          MARCUS' POV - the ground and treetops getting closer. At the
          last moment, his continuing forward momentum takes him OVER
          THE RIVER and--
          
          MARCUS and the DEAD HARVESTER HIT THE WATER, hard, vanishing
          below the surface with enormous SPLASHES.
          
          The surviving H-K and the TRANSPORT continue across the river
          into Skynet territory, vanishing in the distance.
          
          CAMERA MOVES to FIND a PARACHUTE, drifting earthward on the
          unfortified side of the river.
          
          
          EXT.   RIVERBANK - DUSK
          
          HOLD ON LAPPING WATER for a beat.      Then--
          
          --MARCUS breaks the surface, staggering toward shore, he
          drops to his knees in the shallows.
          
          WAKES APPEAR behind him. Hearing the water stir, Marcus
          turns to see numerous DARK SHAPES moving rapidly in on him,
          from different directions, FLASHES OF METAL visible beneath
          the surface. These are HYDROBOTS-- AQUATIC TERMINATORS-- but
          we don't get a good look at them (yet) and Marcus isn't
          sticking around. He scrambles for the riverbank and makes
          his way into the leafless trees.
          
          
          EXT.   TREES - EVENING
          
          MARCUS moves past the trunks of bare trees, pauses, looks
          over the water in the direction the transport took.
          
                                  BLAIR (O.S.)
                       Yo!   Up here!
          
          
                                                            (CONTINUED)
          
                                                                          36.
          CONTINUED:
          
          BLAIR WILLIAMS, the helmeted pilot who ejected, hangs from
          the tangled remains of her parachute, caught in the trees
          about fifteen feet in the air above Marcus.
          
          MARCUS moves closer.    Blair struggles to saw through her
          lines with a KNIFE.
          
                                 BLAIR (cont'd)
                       Who are you--
          
          The LINES suddenly SNAP, Blair FALLS from the tree.
          
          Marcus' reflexes are fast as ever, he's beneath her in an
          instant and CATCHES HER. He holds her in his arms:
          
                                 MARCUS
                       Name's Marcus.
          
                                 BLAIR
                       You can put me down now, Marcus.
          
          He does so. Blair pulls off her helmet, her hair is short.
          She's in her 20s, pretty, petite but strong, a no-nonsense,
          battle-hardened member of the Resistance. She pulls a
          COMPASS from her flight suit, consults it briefly as she
          orients herself.
          
                                 BLAIR (cont'd)
                       I've got an ELT, but I can't call
                       for a rescue here. There's an
                       outpost a few miles upriver-- not
                       my favorite people in the world,
                       but it's safe. Let's move.
          
          Blair is already moving, Marcus hesitates, then points across
          the water.
          
                                 MARCUS
                       I'm heading that way.
          
                                 BLAIR
                           (a short laugh)
                       The hot zone? No you're not.
          
                                 MARCUS
                       I've got to get to my friends--
          
                                 BLAIR
                       What friends?
                                                              (CONTINUED)
          
                                                                         37.
          CONTINUED: (2)
          
                              MARCUS
                    Couple of kids. They were in that
                    flying dumpster--
          
                              BLAIR
                    The Skynet transport? It was
                    carrying people?
                        (off his nod)
                    Christ, we almost shot it down.
                    There've been rumors about a
                    concentration camp, but...
          
          She shakes her head, gestures toward the river.
          
                              BLAIR (cont'd)
                    You can't get across-- river's
                    fulla hydrobots--
          
                                 MARCUS
                    Hydrobots?
          
                              BLAIR
                    They can't see, but they have killer
                    sonar. They'll attack anything that
                    moves or makes a sound. Even if you
                    get past them, you'd be dead before
                    you covered a hundred yards. If the
                    terminators don't get you, the fallout
                    will-- heavy rads all the way to the
                    Gulf coast, nothing can live there.
          
          Marcus absorbs this, starts walking with her.
          
                              MARCUS
                    You're with the Resistance.
          
                              BLAIR
                    Lt. Blair Williams, I fly for what
                    used to be the Air National Guard.
          
          She puts a hand out, listening.   She signals for him to lay
          low, behind a fallen tree.
          
          NEARBY-- a pair of T-1s on patrol rumble into view. They
          pause, scanning the area, chain-guns at the ready. They
          start to move toward BLAIR and MARCUS' hiding place.
          
          BLAIR quickly grabs a STONE and, staying down, hurls it as
          far away as she can--
                                                             (CONTINUED)
          
                                                                            38.
          CONTINUED: (3)
          
          THE STONE strikes a few BRANCHES--
          
          THE T-1s suddenly turn in that direction, GUNS BLAZING--
          
          THE WOODS in the immediate vicinity are torn to pieces by the
          GUNFIRE, small FIRES erupt from the incendiary bullets-- it's
          definitely overkill.
          
          THE T-1s roll over to inspect the damage, out of view.
          
          BLAIR whispers:
          
                               BLAIR (cont'd)
                     Stupid bastards. Come on.
          
          She and Marcus move away quickly, away from the trees.    When
          they're a safe distance from the robots--
          
                               MARCUS
                     I don't know... this has gotta be
                     some kind of, like, dream or
                     hallucination. Like what happens
                     to people right before they die...
          
          Blair SLUGS him hard, in the arm.     He doesn't flinch, but he
          looks surprised.
          
                               BLAIR
                     That snap you out of it?
          
          MARCUS shakes his head.   They keep walking.
          
                               BLAIR (cont'd)
                     Well hell, maybe you are dreaming. Do
                     us all a favor and wake up already.
          
                                                               CUT TO:
          
          
          EXT.   MUTANT FOREST - NIGHT
          
          THE MOON over a scrubby forest, trees just a few feet high.
          BLAIR and MARCUS seem like giants as they move among them.
          They've been talking a while, Blair's absorbing something.
          
                               BLAIR
                     So let me get this straight, Marcus.
                     There you are on death row, they stick
                     a needle in your arm...
                               (MORE)
                                                               (CONTINUED)
          
                                                                          39.
          CONTINUED:
                                 BLAIR (cont'd)
                       and the next thing you know, you're
                       here.
                           (off his nod)
                       Since this ain't the resurrection,
                       there's only one possibility.
          
                                 MARCUS
                       Let's hear it.
          
                                 BLAIR
                       Whatever they pumped into your veins just
                       knocked you out. This Angel Project you
                       signed up for-- there was a lotta
                       cryogenic stuff going on before the bombs
                       fell, they musta froze your ass.
          
                                 MARCUS
                       What the hell for?
          
                                 BLAIR
                       Drug tests, medical experiments, organ
                       harvesting, who knows? You said you
                       had no family, no friends-- why let a
                       body like yours go to waste?
          
          She's looking him over as she says this, it almost sounds
          flirtatious. Marcus changes the subject.
          
                                 MARCUS
                       I've never seen trees like these.
          
                                 BLAIR
                       We're in a mutation zone. I saw a
                       two-headed squirrel here once--
          
                                 MARCUS
                       Freaky.
          
                                 BLAIR
                           (SHRUGS)
                       Tasted like chicken.
          
          BLAIR pauses, checking a small GEIGER COUNTER she carries--
          it CLICKS a bit.
          
                                 BLAIR (cont'd)
                       Levels are tolerable now, but just.
                       We can't spend the night here.
          
                                                                (CONTINUED)
          
                                                                          40.
          CONTINUED: (2)
          
          They start moving again.   Marcus pauses, listens:
          
                              MARCUS
                    What was that?
          
                              BLAIR
                    I didn't hear anything--
          
          Now they both hear an eerie HOWL, changing in pitch-- like a
          coyote on crack. More than one picks up the CHORUS.
          
                                BLAIR (cont'd)
                    Skindogs.
          
          She pulls a SIDEARM, holds it at the ready as she starts
          running, away from the direction of the noise. Marcus keeps
          up at her side, looking behind them.
          
          WITH THE DOGS
          
          We don't get a good look at them, but there's a pack of large
          BEASTS moving quickly through the undergrowth, gaining on the
          fleeing humans.
          
          BLAIR sees they won't outrun them. She spins, FIRES in the
          direction of the approaching PACK. Suddenly it's quiet-- the
          animals fan out, forming a circle around Blair and Marcus.
          
                              MARCUS
                    They're surrounding us.
          
          QUICK SHOTS of MUTANT EYES, glowing in the dark-- ENLARGED
          TEETH-- DARK, MASSIVE FORMS moving through the brush.
          
                              BLAIR
                    They're smart. And they don't
                    scare easy.
          
          After a few tense beats, from the foliage--
          
          A SKINDOG leaps at BLAIR from behind-- it's hideous, the size
          of a Great Dane, hairless, with veiny, wrinkled skin and
          long, catlike CLAWS. Before Blair can react, MARCUS leaps
          between her and the dog, grabs the slavering creature by the
          throat. It SNAPS its ELONGATED TEETH at him, but he manages
          to BREAK its neck and hurl it toward--
          
          TWO MORE SKINDOGS moving in for an attack.
          
                                                               (CONTINUED)
          
                                                                         41.
          CONTINUED: (3)
          
          BLAIR FIRES a few SHOTS at the encroaching pack, we hear a
          few YELPS--
          
          MARCUS protects her, effortlessly tosses a few more SKINDOGS
          aside, ignoring vicious bites and scratches.
          
          The other SKINDOGS turn on dead and injured pack members,
          begin TEARING INTO THEM. There's an opening now, the two
          humans make a run for it.
          
          BLAIR catches her breath, looking him over, seriously
          impressed by his strength and calm.
          
                               BLAIR (cont'd)
                     You saved my ass. Thanks.
          
          MARCUS shrugs, turns back to see the feeding frenzy.
          
                               MARCUS
                     Dog eat dog world.
          
          
                                                         DISSOLVE TO:
          
          
          EXT.   NORMAL FOREST - NIGHT
          
          It's darker now, the moon is down. MARCUS and BLAIR move
          gingerly-- she TRIPS, he catches her before she falls.
          
                                BLAIR
                     Thanks.
          
          BLAIR sighs, yawns, sits against a tree.
          
                               BLAIR (cont'd)
                     It's not far, but we'll never get
                     across the mine field at night.
                     Might as well STAF till morning.
          
          MARCUS nods, sits a few feet away from her.
          
                               BLAIR (cont'd)
                     C'mere, it's cold. I don't bite.
          
          MARCUS slides toward her, she nestles against him.
          
                                MARCUS
                     Staf?   What's that mean?
                                                               (CONTINUED)
          
                                                                           42.
          CONTINUED:
          
                                 BLAIR
                       It's a resistance term.    Sit tight
                       and fuck.
          
          Soon they're kissing passionately.      But MARCUS pulls away,
          rolls onto his back.
          
                                 BLAIR (cont'd)
                       You holding out for lipstick?
                       Lingerie? Or am I not your... type?
          
                                 MARCUS
                       I'm not gay. In prison, I thought
                       about puss-- women all the time. But
                       now... it's not working. Who knows,
                       all those years on ice...
          
                                 BLAIR
                       Maybe it's just gonna take some time.
                       Before you're completely thawed out.
          
          She's slipped a hand inside his pocket for warmth... now she
          pulls out the SCRAPS of paper, with women's faces. She
          squints at these in the dark.
          
                                 BLAIR (cont'd)
                       What are these?
          
                                 MARCUS
                       I dunno. They just... sorta
                       reminded me of her.
          
                                 BLAIR
                       Who?
          
          MARCUS speaks carefully, unsure how to articulate this.
          
                                 MARCUS
                       There's a woman, the last woman I
                       saw before... when I was under, the
                       dead time-- she kept coming to me.
                       I think she must've saved me.
          
                                 BLAIR
                       I can't compete with that.
          
          
          
          
                                                                (CONTINUED)
          
                                                                          43.
          CONTINUED: (2)
          
          She closes her eyes, settling against him, her head against
          his chest. Marcus stares up into the darkness.
          
                                                              CUT TO:
          
          
          INT.   TRANSPORT - NIGHT
          
          DARKNESS. We just make out KYLE and STAR among the other
          PRISONERS, most of whom are awake now in the steel container.
          Star still wears her baseball cap. The prisoners are JOSTLED
          as the transport touches down.
          
                               KYLE
                     We've landed.
          
          
          EXT.   LOADING ZONE - NIGHT
          
          The TRANSPORT has landed amongst numerous CONTAINERS, CRANES
          and VEHICLES-- all is dimly lit, enveloped in a vague reddish
          HAZE. THE FLYING FRAMEWORK and ARMATURE detach from the
          TRANSPORT, and TAKE OFF into the air again-- leaving the
          trailer-like wheeled CONTAINER. Something resembling the CAB
          of a semi-truck backs into position, latching onto attachment
          points on the container.
          
          
          INT.   TRANSPORT - NIGHT
          
          --A SMALL PANEL SLIDES OPEN   at the front of the transport,
          and a half-dozen PROCESSING   AEROSTATS buzz inside from the
          cab. These are larger than    the spy drones, with attached
          PINCERS that can encircle a   person's arm.
          
          PRISONERS duck, try to dodge these things. But they quickly
          buzz from captive to captive, latching onto their arms-- we
          hear SCREAMS, see FLASHES OF LIGHT from the aerostats.
          
          KYLE tries to bat away an AEROSTAT, but its PINCERS latch
          onto his forearm. A SIZZLING SOUND-- Kyle CRIES OUT with the
          pain, a flash of RED LIGHT-- then the aerostat DETACHES and
          moves to its next victim.
          
          STAR gets the same treatment from a different AEROSTAT.   She
          moves to Kyle's side, tears in her eyes, sucking on her
          burned wrist to ease the pain.
          
          
                                                              (CONTINUED)
          
                                                                          44.
          CONTINUED:
          
                                 STAR
                       What's going to happen to us?
          
                                 KYLE
                       I don't know...
          
          KYLE looks grimly down at--
          
          --a fresh BAR CODE seared into his arm.
          
          
          EXT.   LOADING ZONE/HIGHWAY - NIGHT
          
          THE CAB and CONTAINER, now resembling a semi, pulls out of
          the loading area. Digitally controlled, it needs no
          headlights as it rolls in the near-darkness.
          
          OVERHEAD ANGLE as the vehicle moves onto a cloverleaf access
          ramp leading to a HIGH SPEED SUNKEN HIGHWAY, a river of fast-
          moving TRAFFIC heading in both directions-- unlit vehicles
          moving close together at 120 mph through the reddish gloom.
          
                                                            CUT TO:
          
          
          EXT.   FOREST CLEARING - DAWN
          
          CLOSE - BLAIR and MARCUS's feet trudge through low brush,
          step over undergrowth. CAMERA MOVES to find a STRAND OF
          BARBED WIRE, emerging from the dirt a few feet away.
          
          MARCUS pauses, almost having stepped on a WATERMELON.
          
                                 MARCUS
                       We're in somebody's garden.
          
          BLAIR stops walking, alarmed, a few feet away from him.
          
                                 BLAIR
                       Christ... there's supposed to be
                       barbed wire along the edge.
          
          MARCUS looks around them, points.
          
                                 MARCUS
                       Over there.
          
          
          
                                                            (CONTINUED)
          
                                                                          45.
          CONTINUED:
          
          A few yards away, STRINGS OF BARBED WIRE... CAMERA MOVES to
          reveal it's behind as well as ahead of them. They've come
          through a gap where the wire had fallen.
          
                                 BLAIR
                       Whatever you do, don't move.
                           (SHOUTS)
                       Yo! Morrison, Barnes! Can anybody
                       hear me?!
                           (to Marcus)
                       We're in the middle of the mine field.
          
                                                                CUT TO:
          
          
          INT.   OUTPOST/BARRACKS & COMMUNICATIONS AREA - DAY
          
          DARK. We hear BABIES CRYING from nearby, FUMBLING in the
          dark, muttered CURSES-- then a MATCH lights a CANDLE.
          BARNES, 20-ish, good-looking and cocky, yawns and sneers,
          annoyed at being awakened. TWO WOMEN share his mattress.
          
                                 BARNES
                       Somebody feed those things!
          
                                 MORRISON
                       Start up the generator, Barnes.
          
          MORRISON is bearded, long-haired, bleary-eyed, a middle-aged
          man in charge here. He sits up in bed, also beside A COUPLE
          OF WOMEN. This place has become an underground crash pad,
          communal living for about a dozen people-- Morrison and
          Barnes the only men, four or five WOMEN and quite a few
          CHILDREN of varying age.
          
          BARNES grunts, yanks the blanket off his bedmates, who CRY
          OUT in protest. He wraps it around himself, carries the
          candle as he steps around other SLEEPING FIGURES, makes his
          way toward a METAL STAIRCASE winding downward. Moments
          later, we hear a GAS ENGINE start up-- LIGHTS flicker on.
          
          The place is pretty grimy and run-down, but it was once a
          military environment. There's a BANK OF TV MONITORS against
          one wall, which COME TO LIFE. A couple of the WOMEN move
          toward the adjacent NURSERY AREA to tend to the babies-- one
          of them, LISA, moves to the TV MONITORS. She squints at one.
          
                                 LISA
                       We got company!
                                                                (CONTINUED)
          
                                                                          46.
          CONTINUED:
          
          ON A SCREEN
          
          MARCUS and BLAIR in the exact positions we last saw them,
          looking exhausted. They CRY OUT, unheard.
          
          
          EXT.   FOREST CLEARING - DAY
          
          BARNES pokes his head up from a concealed TRAPDOOR thirty
          yards from BLAIR and MARCUS, who are hoarse from shouting.
          
                                 BARNES
                       Blair? Good to see you.
                           (off her glare)
                       What's the password?
          
                                 BLAIR
                       Eat shit and die, Barnes!
          
                                 BARNES
                       Close enough. Who's your friend?
          
                                 BLAIR
                       Could you get us outta here please?
          
                                 BARNES
                       Kinda dumb-ass, wandering around in
                       a mine field.
          
                                 BLAIR
                       You didn't maintain the perimeter!
                       Where are your sentries?
          
                                 BARNES
                       It's too early for that military crap.
          
          BARNES consults a MAP, turning it to orient himself.
          
                                 BARNES (cont'd)
                       OK, if you keep walking straight
                       you're gonna get blown all to
                       hell... turn to your left and take,
                       oh... five steps.
          
          BLAIR and MARCUS obey, moving cautiously.
          
                                 BARNES (cont'd)
                       OK, face me now. Three steps.
          
                                                                (CONTINUED)
          
                                                                          47.
          CONTINUED:
          
          They do as told.
          
                                 BARNES (cont'd)
                       Almost home. Turn to your right
                       and take another five steps...
          
          They slowly pace five steps.      On the fifth one, there's a
          CLICK beneath Marcus' foot--
          
          A horrified moment of eye contact between him and Blair-- she
          DIVES TO THE GROUND, away from him as--
          
          BOOM!   MARCUS is thrown through the air by the EXPLOSION--
          
          MARCUS' BODY lands a few feet from the trap door.
          
          
          INT.    OUTPOST/CORRIDOR - DAY
          
          Frantic action-- the unconscious MARCUS is carried down a
          corridor from the open trap door by BARNES, MORRISON and a
          couple of women, NANCY and LISA. BLAIR, bleeding from
          shrapnel injuries, assists. She yells at BARNES:
          
                                 BLAIR
                       You goddamn idiot!
          
                                 BARNES
                       He was takin' bigger steps!
          
                                 MORRISON
                       Son of a bitch is heavy.
          
          
          INT.    OUTPOST/INFIRMARY - DAY
          
          MARCUS is deposited gingerly on a METAL TABLE in this crude
          MEDICAL AREA. Numerous INFANTS and TODDLERS about.
          
          JANE, a doctor, moves toward MARCUS with scissors and other
          medical tools, cuts away a tattered pants leg, the shreds of
          his sneaker. She stops and stares, palpates a BLACKENED LEG
          briefly. She looks up in alarm.
          
                                 JANE
                       He stepped on a Claymore? This guy
                       oughta be in a hundred pieces...
          
          
                                                                (CONTINUED)
          
                                                                           48.
          CONTINUED:
          
          She takes a scalpel, pulls it across the CHARRED, HEAT-
          DEFORMED SKIN. It doesn't even leave an incision.
          
                                 BLAIR
                       What are you doing?
          
                                 JANE
                       Does he have a prosthetic limb?
          
                                 BLAIR
                       I don't think so.
          
          JANE opens Marcus' shrapnel-torn shirt, takes the scalpel and
          gingerly pulls it across the flesh of his chest. No effect.
          
                                 JANE
                       This is not skin... oh Jesus-- oh God--
          
          JANE looks at MORRISON, backing away from Marcus.
          
                                 JANE (cont'd)
                       He's a terminator.
          
                                                         CUT TO BLACK.
          
          MEMORY MONTAGE: QUICK SHOTS-- altered, impressionistic, as
          before. SFX of STATIC, high-pitched, complex DIGITAL NOISE.
          
          --a detached, fleshless metal framework for a ROBOTIC HAND is
          suspended by wires-- it FLEXES, forming a FIST.
          
          --CAMERA CIRCLES a muscular MALE TORSO, without arms, legs or
          head. METALLIC ATTACHMENT POINTS await these missing parts.
          
          --the inside of MARCUS' FACE, a thin membrane of artificial
          skin with eye, nose and mouth holes, is lowered through an
          AQUEOUS environment TOWARD CAMERA.
          
          THROUGH AN EYEHOLE we see SERENA, face distorted by the
          LIQUID. She looks worried. We hear her MUFFLED VOICE:
          
                                 SERENA
                       Why isn't he conscious?
                       Something's wrong, he should be
                       coming out of it by now...
          
                                                                 CUT TO:
          
                                                                          49.
          
          
          INT.   OUTPOST/LAUNCH TUBE - DAY
          
          START TIGHT ON MARCUS as he opens his eyes, a beam of bright
          SUNLIGHT in his face. CAMERA PULLS BACK and ROTATES to
          reveal that he is suspended UPSIDE-DOWN from a winch by a two-
          inch thick STEEL CABLE.
          
          MARCUS thrashes, trying to free himself, then looks up and
          sees that--
          
          --the CABLES are strung through HEAVY STEEL BOLTS which have
          been DRILLED THROUGH HIS CALVES, locking them together. His
          FOREARMS have been immobilized in the same grotesque fashion.
          
          From above, the BEAM OF SUNLIGHT shines through the narrow
          crack between an enormous pair of SLIDING STEEL PANELS.
          
          MARCUS twists his neck to look downward--
          
          MARCUS' POV-- a circular pit below, the dark bottom invisible
          to him-- he's hanging near the top of an empty MISSILE SILO,
          its ICBM launched years ago.
          
          At one edge of the silo pit, near scaffolding and tool carts,
          SMALL CHILDREN have gathered to stare. Also there is BARNES--
          he leans back, eyes closed, in a folding chair, with an RPG
          in his lap. One of the KIDS taps Barnes' leg and he jerks
          upright. He immediately trains his weapon on MARCUS, clearly
          nervous now that the terminator is conscious.
          
          MARCUS stares at Barnes, deadpan, for a beat.
          
                               MARCUS
                     Boo!
          
          
          INT.   OUTPOST/BARRACKS & COMMUNICATIONS AREA - DAY
          
          CLOSE ON X-RAYs of MARCUS' TORSO and LIMBS-- clearly
          mechanical gears, steel plating, hydraulics, etc.
          
                               JANE
                     Thermoplastic skin, some larger
                     hydraulics, but mostly titanium
                     microgears... This looks like some sort
                     of aeration and hydration system,
                     function unclear at this point. Valves
                     and what looks like an access panel
                     below the ribcage...
                                                                (CONTINUED)
          
                                                                           50.
          CONTINUED:
          
          WIDER, JANE holds up an X-ray of his SKULL, which shows
          almost nothing.
          
                                 JANE (cont'd)
                       Eyes are polymer optics, very lifelike.
                       Lead shielding all around the skull,
                       presumably to protect the CPU.
          
          MATTRESSES have been piled to one side, we now see framed,
          cracked and yellowing POSTERS of MILITARY EQUIPMENT-- AIR
          FORCE JETS, ATLAS ROCKETS, etc. These are interspersed with
          crude CHILDREN'S DRAWINGS on the walls.
          
          BLAIR sits at a battered dining table, surrounded by angry
          outpost RESIDENTS, including JANE and MORRISON.
          
                                 BLAIR
                       Whatever he is-- he's on our side--
          
                                 MORRISON
                       How can he be?
          
                                 BLAIR
                       He saved my life!
          
                                 MORRISON
                       Winning your trust would aid his
                       infiltration.
          
          At the communications area by the TVs, LISA wears a HEADSET,
          speaking into a SHORTWAVE RADIO. She calls to the others:
          
                                 LISA
                       Regional doesn't know what to do.
                       They're gonna patch us through to
                       Command Los Angeles.
          
          NANCY, an overwrought older WOMAN, gets in Blair's face,
          pointing at the X-rays.
          
                                 NANCY
                       How could you bring this monster here?!
                       This is our home! Our children--
          
                                 BLAIR
                       What do you want from me-- I didn't know!
          
          A KID runs into the room.
          
                                                                 (CONTINUED)
          
                                                                       51.
          CONTINUED: (2)
          
                               KID
                     It's awake!
          
          
          INT.   OUTPOST/LAUNCH TUBE - DAY
          
          BLAIR is first to reach the edge of the silo, horrified at
          the sight of the dangling MARCUS. BARNES keeps the RPG
          trained on him, they shout over each other.
          
                               MARCUS
                     Get me the hell down from here!
          
                                BARNES
                     Shut up!   I told you to shut up!
          
                               BLAIR
                     Leave him alone!
                         (turning away from him)
                     Marcus, I'm so sorry...
          
          MORRISON and the OTHERS join them, eyes fixed on Marcus.
          
                               BARNES
                     It keeps talkin' at me. God this
                     thing gives me the creeps.
          
                               MARCUS
                     Why are you doing this?    What is
                     this place?
          
                               MORRISON
                     We're trying to--
          
                               NANCY
                         (over him)
                     Don't say anything!     It's probably
                     uplinked to Skynet.
          
          Morrison puts a hand on her arm.
          
                               MORRISON
                     Then it's already too late.
                         (to Marcus)
                     This used to be an ICBM silo, we're
                     just trying to stay alive here.
                     Your turn-- where'd you come from?
          
          
                                                             (CONTINUED)
          
                                                                             52.
          CONTINUED:
          
                                 MARCUS
                       Corpus Christi. It's in Texas.     Or
                       it was.
          
                                 BARNES
                           (AMAZED)
                       It sounds completely human... it
                       really could pass.
          
                                 JANE
                       Didn't John Connor say they'd start
                       building things like this?
          
                                 MORRISON
                       Not yet-- not for years.
                           (to Marcus)
                       So, you're programmed with false
                       memories, a human history--
          
                                 MARCUS
                       What are you talking about?
          
                                 MORRISON
                       You can skip the act, we know what
                       you are.
          
                                 NANCY
                       Why are you even speaking to it?!
          
                                 BARNES
                       She's right, let's just waste the
                       damn thing--
          
                                 NANCY
                       It'll kill us all if we give it a
                       CHANCE--
          
          During the above, other KIDS and ADULTS IN BG AD LIB-- "Kill
          it," "Goddamn robot," etc.-- increasing mob anger, until--
          
                                    MARCUS
                       I'm a man!
          
          His impassioned CRY silences the onlookers.       He speaks more
          quietly, desperately:
          
                                 MARCUS (cont'd)
                       Even if I never been treated like
                       one.
                                 (MORE)
                                                                 (CONTINUED)
          
                                                                         53.
          CONTINUED: (2)
                               MARCUS (cont'd)
                     Year after year after year on death
                     row, I just wanted it to end! I
                     cut my own wrists. But they nursed
                     me back to health, `cause that
                     wouldn't be fair, they needed to
                     kill me themselves. For Chrissake,
                     you all want me dead so bad-- just
                     do it.
                         (a scream)
                     Do it!
          
          His CRY ECHOES through the silo. The CHILDREN cower behind
          the adults. BLAIR is genuinely moved by his plight.
          
          BARNES hefts the RPG, looks toward MORRISON-- "should I?"
          Morrison seems torn, about to give the order--
          
          LISA rushes in from the communications area, breathless,
          amazed by her own news:
          
                               LISA
                     Regional got through to CLA-- they
                     want us to rig a video feed.
                         (gesturing at Marcus)
                     He wants to see him.
          
                                 MORRISON
                     Who does?
          
                               LISA
                     John Connor.
          
          They all seem astonished-- this has gone right to the top.
          
                                                            CUT TO:
          
          
          INT.   OUTPOST/COMMUNICATIONS AREA - DAY
          
          MARCUS sits impatiently in a wooden chair, facing a VIDEO
          CAMERA and a MICROPHONE. BARNES trains an RPG at his head
          while MORRISON finishes PADLOCKING HEAVY CHAINS to the BOLTS
          in Marcus' arms and legs-- these attach to a nearby STEEL
          POST. BLAIR stands nearby. LISA fumbles nervously with the
          TRANSMITTER, plugging in wires.
          
                               MARCUS
                     So this guy is what, like king of
                     the world, or what's left of it?
                                                            (CONTINUED)
          
                                                                          54.
          CONTINUED:
          
                                 MORRISON
                       John Connor founded the Resistance.
                       When the war began, no one even
                       knew who the enemy was-- Connor
                       taught us how to fight back. He
                       saved humanity.
          
                                 MARCUS
                       Yeah, well, humanity's never done
                       all that much for me. Why can't I
                       see him?
          
                                 MORRISON
                       Nobody sees him. Skynet can't be
                       allowed to discover his location,
                       even his appearance is kept secret.
          
          LISA makes a connection, we hear CONNOR'S VOICE, the same one
          we heard on the car radio.
          
                                 CONNOR'S VOICE
                       --hello-- standing by--
          
                                 LISA
                       Sir, we can hear you, sir, working
                       on a visual, sir...
          
          
          INT.   COMMAND CENTER/CONFERENCE AREA - DAY
          
          MARCUS' FACE pops to life on a VIDEO MONITOR. We're in a
          Spartan, windowless space, it feels like it's underground.
          
                                 CONNOR
                       Not what I expected...
          
          JOHN CONNOR leans INTO FRAME, studies the screen. He wears a
          dark sweater, nothing like a uniform. Connor is 40ish now,
          but looks older, prematurely grey, years of war have taken a
          toll. There's an ever-present sadness in his eyes.
          
                                                        INTERCUT WITH:
          
          
          INT.   OUTPOST/COMMUNICATIONS AREA - DAY
          
          MARCUS listens to the disembodied VOICE, unimpressed.    The
          OTHERS almost stand at attention.
          
                                                              (CONTINUED)
          
                                                                            55.
          CONTINUED:
          
                                 CONNOR'S VOICE
                       It does seem lifelike-- is the face
                       able to mimic emotions--?
          
          MARCUS rolls his eyes, makes an angry FACE at the CAMERA.
          
                                 MARCUS
                       This shit is ridiculous. What the
                       hell do you want from me?
          
                                 CONNOR
                           (STUNNED)
                       I-- I need to know what you are.
          
                                 MARCUS
                       So do I! I don't know what I am, what
                       I'm doing here, I don't know shit--
                       maybe I never did, but-- I'm sick of it!
                       Just blow my head off or let me go.
          
                                 CONNOR
                       This isn't right. I can't be
                       having a conversation with a
                       terminator, Skynet isn't that
                       sophisticated yet. Unless... were
                       you sent here from the future?
          
                                 MARCUS
                           (very confused)
                       What?
          
                                 CONNOR
                       Skynet's developing a time
                       displacement field, we've decrypted
                       recent data transmissions.
                           (SADLY)
                       I know for a fact that soon machines
                       will be travelling back decades. To
                       try and stop us from winning this war
                       before it begins...
          
          Marcus takes this in for a sober moment.
          
                                 MARCUS
                       You're out of your mind, aren't you?
          
          This earns outraged glares from the others, but Blair stifles
          a smile. Barnes moves to strike him, Morrison stops him.
          
                                                                  (CONTINUED)
          
                                                                         56.
          CONTINUED: (2)
          
                               CONNOR'S VOICE
                     Jesus... I've seen enough. Stand
                     by for further instructions.
          
          The CONNECTION goes dead.
          
          
          INT.   COMMAND CENTER/CONFERENCE AREA - DAY
          
          Densely marked MAPS on a CONFERENCE TABLE. CONNOR is now
          flanked by a couple of SENIOR ADVISORS, older military men--
          along with KATE BREWSTER, late 30s, now his wife-- and
          visibly PREGNANT. She's poring over FAXES of the X-RAY
          IMAGES. (Like Connor, all military personnel here favor
          casual dress, at most pins or patches to indicate rank.)
          
                               KATE
                     He's not a cyborg-- no blood, no
                     human tissue over the endoskeleton.
          
                               CONNOR
                     Besides, the first T-800s won't be
                     manufactured until `26.
          
                               ADVISOR #1
                     Maybe he's a one-off, an experiment.
          
                               ADVISOR #2
                     Let's hope. If there are more out there
                     like him, we're in serious trouble.
                     Christ, a terminator with attitude...
          
                               KATE
                     Where did they find him?
          
                               ADVISOR #1
                     East-central Texas, near an area of
                     heavy Skynet concentration. The
                     outpost where they're holding him is
                     reasonably secure, but it's not much
                     more than a commune.
          
                               CONNOR
                     I want him extracted.
          
                                ADVISOR #1
                     Done.   What then?
          
          CONNOR picks up the FAXES, disturbed by them.
                                                               (CONTINUED)
          
                                                                          57.
          CONTINUED:
          
                                 CONNOR
                       Get him to our best people for
                       disassembly, find out what makes him
                       tick. We need to get into that metal
                       skull, crack his CPU at all costs.
          
          THE ADVISORS nod, pick up their papers and exit. As soon as
          they're gone, Connor sits wearily in a chair, tosses the X-
          rays and papers onto the table, his authoritative mask
          slipping. Kate touches his arm. He leans his head against
          her pregnant belly.
          
                                 CONNOR (cont'd)
                       Kate, why did I become leader of
                       the Resistance?
          
                                 KATE
                       Because people trust you... you
                       give them faith--
          
                                 CONNOR
                       No. Because I knew I would be, I
                       was told. I know when and where the
                       major battles are going to take
                       place. I know I'm going to send my
                       own father back through time to save
                       my mother-- even though I haven't
                       met him yet. Christ, I even know
                       the year I'm going to die...
          
                                 KATE
                       JOHN--
          
                                 CONNOR
                       So how could I not know about this?!
          
          He BANGS HIS FIST on the table atop the PAPERS.
          
                                                              CUT TO:
          
          
          INT.   OUTPOST/CORRIDOR & LAUNCH TUBE - DAY
          
          MARCUS is marched down the corridor to the launch tube,
          Frankenstein-like, MORRISON holding the chains, keeping a
          safe distance from him, while BARNES keeps the RPG trained at
          Marcus' head.
          
          
                                                              (CONTINUED)
          
                                                                            58.
          CONTINUED:
          
          Marcus shuffles awkwardly, the bolts hampering his ankles.
          It's reminiscent of his death walk at film's opening.
          
                                 MARCUS
                       Feels like I been here before...
                       what are you gonna do to me?
          
                                 MORRISON
                       Nothing. Los Angeles is sending a
                       chopper-- seems you're some kind of VIP.
          
          They reach the edge of the SILO PIT-- a long drop, smooth
          walls, a long METAL LADDER leading down into darkness.
          MARCUS pauses by the ladder, holds up his bolted arms
          questioningly-- "now what?"
          
          At a look from Morrison, he and Barnes BODY-CHECK MARCUS at
          once, sending him flying over the edge--
          
          MARCUS FALLS the thirty feet or so, strikes the concrete
          FLOOR of the launch tube with a sickening THUD, the CHAINS
          clattering down around him.
          
          MARCUS is stunned, barely conscious as the LADDER is PULLED
          UPWARD. It's like the bottom of a well, twenty feet in
          diameter, sheer concrete walls, the floor BLACKENED from a
          rocket blast.
          
          ANGLE UP - his captors look down at him for a moment, then
          move out of view.
          
                                                                  CUT TO:
          
          
          INT.   TRANSPORT - NIGHT
          
          CAMERA MOVES past the PRISONERS, a couple dozen total... An
          HISPANIC COUPLE huddle against one wall, whispering to each
          other IN SPANISH... COW rocks in despair, head in her hands,
          BULL and PIG mutter to each other nearby... an OLDER WOMAN
          prays, going through rosary beads... FIND STAR and KYLE.
          She's watching as KYLE uses his pocket knife to CARVE an
          image in the wall of the transport. He looks up.
          
                                 KYLE
                       We're stopping.
          
          
          
                                                                  (CONTINUED)
          
                                                                           59.
          CONTINUED:
          
          The BACK PANEL rolls upward. CONTROL ROBOTS-- reminiscent of
          the treaded T-1s but without the heavy weaponry-- flank a
          path from the rear of the transport towards BRIGHT LIGHT up a
          RAMP a short distance away.
          
          THE PRISONERS instinctively move away from the robots, moving
          to the front of the container... until ZZZAP! BLUE ENERGY
          crackles across the floor. THE PRISONERS CRY OUT in pain at
          the electrified surface, and dash toward the opening at the
          rear, leaping out of the container.
          
          LOW ANGLE, as the prisoners run by, we hold a moment on
          Kyle's graffiti-- it's the STICK FIGURE IMAGES of KYLE and
          STAR we saw before, they both hold hands with a LARGER STICK
          FIGURE who stands between them, meant to be MARCUS.
          
          
          INT.   UNDERGROUND GARAGE - NIGHT
          
          THE CONTAINER has stopped in a large subterranean space.
          There are numerous FUTURISTIC VEHICLES here-- hydrogen CARS,
          three-wheeled ATVs, electric BUSES. CONTROL `BOTS closest to
          the container start to close in on the huddling PRISONERS.
          
          A ROBOT BUMPS into BULL, sending another JOLT OF ELECTRICITY
          through his body, like a cattle prod. Everyone gets the
          picture, starts hurrying down the line, the ROBOTS closing
          around them.
          
          COW looks around nervously, clearly freaking out.   Spotting a
          gap between the robots, she bolts--
          
          --a ROBOT SWIVELS and CUTS HER DOWN with an ENERGY BLAST.
          She lies still, SMOKE rising from her body.
          
          The other PRISONERS pick up the pace.
          
                                 STAR
                       I'm scared.
          
                                 KYLE
                           (hugging her)
                       Whatever happens, we stick together.
          
          The LIGHT emanates from FROSTED WINDOWS at the top of the
          RAMP, through which we make out the SILHOUETTES of human
          figures.
          
          
                                                              (CONTINUED)
          
                                                                          60.
          CONTINUED:
          
          GLASS DOORS part ahead of the prisoners-- a stark white,
          sterile environment beyond. THE ROBOTS stop here. THE
          PRISONERS disappear inside... and the DOORS CLOSE.
          
                                                               CUT TO:
          
          
          INT.   OUTPOST/LAUNCH TUBE - NIGHT
          
          BARNES remains on guard duty with the RPG, propped up on some
          cushions, a LANTERN by his side-- it's pretty late, the
          generator's shut down. He's reading an old, yellowed COMIC
          BOOK, he has a small stack at his side.
          
          MARCUS' VOICE echoes up from below, startling him.
          
                                  MARCUS
                       Hello? Anyone there?
                           (BEAT)
                       I'm thirsty.
          
                                 BARNES
                           (SNICKERING)
                       Want some motor oil?
          
                                 MARCUS
                       I need water.
          
                                   BARNES
                       Bullshit.    Machines don't drink.
          
                                 MARCUS
                       Please, I'm--
          
                                 BARNES
                       Shut up, robot!
          
          BARNES returns to his reading. He reacts to FOOTSTEPS from
          the long corridor into the living area behind him.
          
          BLAIR approaches with a FLASHLIGHT, her manner conciliatory.
          
                                 BLAIR
                       How's it going, Barnes? Thought
                       you might like a late-night snack.
          
          She pulls a crumpled plastic PACKAGE out of a pocket of her
          flight suit-- ancient Hostess snack cakes. BARNES' eyes
          light up as he puts the RPG aside and grabs it.
                                                               (CONTINUED)
          
                                                                            61.
          CONTINUED:
          
                                 BARNES
                       Where in hell'd you get these?
          
                                 BLAIR
                       We got a stash back at the base.
          
          BARNES tears open the package hungrily, takes a bite.       He
          grins, but as he chews, his expression darkens.
          
                                 BARNES
                       Kinda stale.
          
                                 BLAIR
                       You need something to wash it down.
          
          From another pocket, she produces a plastic water bottle
          filled with a murky gray liquid.
          
                                 BARNES
                       I'm on duty, you know.
          
          So saying, he takes the bottle, unscrews the cap and takes a
          long pull. It's powerful hootch, he gasps for air, passes
          her the bottle as she sits beside him. She doesn't drink.
          
                                 BARNES (cont'd)
                       Twinkies and moonshine. You trying
                       to seduce me again?
          
                                 BLAIR
                       You know I always liked you, Barnes.   I
                       just didn't want to join the harem.
          
                                 BARNES
                       What can I say? It's our duty to
                       repopulate the planet.
          
                                 BLAIR
                       Noble of you to make the sacrifice.
          
                                 BARNES
                       C'mere.
          
          He pulls her close to him for a kiss. After a moment, she
          pulls away and moves to the corridor entrance. There's a
          large SLIDING STEEL DOOR here.
          
                                 BLAIR
                       I prefer a little privacy.
                                                                  (CONTINUED)
          
                                                                          62.
          CONTINUED: (2)
          
          With some effort, she pulls the door CLOSED. BARNES rises
          with a grin, undoing his shirt, coming close to her. He's
          already unsteady on his feet.
          
                              BARNES
                    You're so twentieth century...
          
          He puts his arms around her for a full body embrace--
          
                              BARNES (cont'd)
                    Admit it, I'm the best you ever had...
          
          His words are slurring. He slides to the floor, slowly
          losing his grip. He rolls onto his back with a drugged-out
          expression of bliss on his unconscious face.
          
                               BLAIR
                    Men.   You're all talk.
          
          IN THE BOTTOM OF THE PIT
          
          MARCUS leans against the wall in the dark, rolls out of the
          way as the LADDER drops. BLAIR descends quickly, the
          FLASHLIGHT in her belt, a battery BLADE SAW in one hand. She
          sets the flashlight on the ground and moves to his side--
          
                              BLAIR (cont'd)
                    I used up the last of my Valium for
                    you... Hold out your arms.
          
          He does, she fires up the SAW, moves it carefully to the bolt
          joining his forearms. SPARKS fly from the BUZZING BLADE as
          it digs into the metal-- it's going to take some time.
          
                              MARCUS
                    Why are you doing this?
          
                              BLAIR
                    I don't believe you're a terminator.
          
                              MARCUS
                    So what am I...?
          
                              BLAIR
                    Whatever you are-- I owe you one.
                    Once you're free, I'll lie down
                    next to Barnes-- they'll assume you
                    escaped while we were passed out--
          
                                                             (CONTINUED)
          
                                                                          63.
          CONTINUED: (3)
          
                               MARCUS
                     You think they'll buy that?
          
                               BLAIR
                     Worth a shot.
                         (looking at him)
                     Marcus, Command wants to take you
                     apart, cut open your head. One
                     thing I know, you're alive-- and
                     you've got a right to live.
          
          THE BUZZING SAW BLADE sound-bridges to:
          
          
          EXT.   FOREST CLEARING - NIGHT
          
          THE WHIR OF CHOPPER BLADES. A SPOTLIGHT shines over the low
          growth in the minefield as a BLACKHAWK HELICOPTER circles,
          coming in for a landing. WEAPONS RACKS are jury-rigged
          beside the spotlight, the chopper bristles with AUTOMATED
          CANNONS, MISSILES and NAPALM TANKS.
          
          THE SPOTLIGHT picks out the CONCRETE and STEEL CAP of the
          LAUNCH TUBE.
          
          
          INT.   OUTPOST/LAUNCH TUBE - NIGHT
          
          THE SAW finishes cutting the BOLT between Marcus' legs; his
          arms are already free. The BUZZING cuts out, but now they
          hear the CHOPPER LANDING directly overhead.
          
                               BLAIR
                     They're already here for you--
          
          MARCUS slides the BOLTS out of his legs, freeing himself from
          the chains.
          
                               BLAIR (cont'd)
                     Hide in the forest, then aim west
                     for open country--
          
                               MARCUS
                     I'm heading across the river.
          
                               BLAIR
                     No human being can survive there--
          
          
                                                            (CONTINUED)
          
                                                                           64.
          CONTINUED:
          
                                 MARCUS
                       I'm not human, remember?
          
                                 BLAIR
                       You're gonna try and save those kids.
          
                                 MARCUS
                       It's the only thing I can think of
                       that makes any sense...
          
                                 BLAIR
                       Marcus, for all you know, they're
                       dead already--
          
                                 MARCUS
                       For all I know, they're the reason
                       I'm back from the dead.
          
          BLAIR studies him a moment, no changing his mind. But she
          admires him. She starts up the ladder, MARCUS following.
          
          BARNES is still passed out as BLAIR and MARCUS ascend to the
          platform around the pit. They move to the sliding door--
          
          BLAIR starts to open it, but sees a LIGHT and hears VOICES
          and FOOTSTEPS at the far end, SLIDES IT SHUT again.
          
                                 BLAIR
                       Damn it, we're too late--
          
                                 MARCUS
                       Where's that go?
          
          MARCUS points to a LARGE VENTILATION FAN behind STEEL
          GRATING, eight feet above them, on the far side of the pit.
          It's not running, but there's no way to get through it.
          
                                 BLAIR
                       Should lead out, but there's no way
                       past the fan--
          
          MARCUS is already picking up the RPG-- but he points it
          backwards, has no idea how to shoot it--
          
          BLAIR grins, grabs the RPG from him-- then braces herself,
          takes aim and FIRES--
          
          KABOOM!   The EXPLOSION rips OPEN the GRATE, destroys the FAN.
          
                                                                            65.
          
          
          INT.   OUTPOST/CORRIDOR - NIGHT
          
          MORRISON escorts a pair of powerful UNIFORMED SOLDIERS armed
          with HIGH-TECH RIFLES with explosive shells-- they react to
          the EXPLOSION beyond the closed door-- and break into a run,
          the soldiers readying their weapons.
          
          
          INT.   OUTPOST/LAUNCH TUBE - NIGHT
          
          MARCUS and BLAIR have moved around the narrow walkway to the
          far end of the pit, beneath the SMOKING HOLE. Blair thinks
          of something, pulls a small DEVICE from her flight suit, the
          size of a pack of cigarettes, holds it toward Marcus.
          
                               BLAIR
                     Here. My ELT-- emergency locator
                     transmitter. If you find the camp,
                     activate it like this. It could
                     really help the Resistance.
          
          She indicates a button.     MARCUS takes the device--
          
          --then grabs her, KISSES HER hard on the mouth-- she's
          startled-- it felt very human.
          
                                  MARCUS
                     Thank you.
          
          MARCUS grabs the sharp, still smoking STEEL projecting from
          the hole and pulls himself upward as--
          
          THE DOOR SLIDES OPEN and the SOLDIERS open FIRE at MARCUS--
          
          BLAIR hits the deck as EXPLOSIVE SHELLS tear HOLES in the
          CONCRETE--
          
          --SHRAPNEL hits MARCUS in the back, he's thrown into the
          ventilation shaft--
          
          
          INT.   VENTILATION SHAFT - NIGHT
          
          MARCUS has a CHUNK OF REBAR lodged in his left SHOULDER, but
          he doesn't even notice this yet. He picks himself up and
          moves quickly in the darkness, crouching in this cramped
          tube. There's a TURN up ahead, he just makes it as--
          
          An EXPLOSIVE SHELL rockets through the shaft behind him--
                                                                  (CONTINUED)
          
                                                                          66.
          CONTINUED:
          
          BOOM! THE BLAST TEARS through the metal tube, DIRT POURS IN,
          blocking the tunnel from his pursuers.
          
          
          EXT.   FOREST CLEARING - NIGHT
          
          Near the edge of the clearing, a low STEEL VENT with a peaked
          CAP. DENTS appear in it from within--
          
          MARCUS finally PUNCHES his way out, pulls himself up and
          rolls onto the dirt-- for a moment he seems safe, laying low
          in the grass. Then--
          
          --he registers the REBAR in his shoulder. It goes right
          through him, emerging from his chest. Marcus is stunned.
          With some effort, he YANKS OUT the REBAR and tosses it aside.
          TORN METAL of his steel endoskeleton is now exposed, along
          with a glimpse of circuitry. Marcus reels, puts a hand over
          the hole in his chest where a heart should be; he really
          isn't human. He doesn't have much time to deal with this as--
          
          --THE CHOPPER emerges from behind the treeline, the SPOTLIGHT
          picks him out and AUTOMATIC FIRE erupts--
          
          MARCUS runs a few yards and throws himself to the ground as--
          
          GUNFIRE STRAFES around and ahead of him-- setting off several
          MINES which send up clouds of dirt.
          
          MARCUS picks himself up and runs for the trees, leaping over
          the barbed wire.
          
          
          EXT.   FOREST - NIGHT
          
          MORE GUNFIRE rips apart the trees around Marcus as he sprints
          and weaves, making his way toward the river. The SPOTLIGHT
          picks him up and loses him again-- it's tough for the chopper
          to get a clear shot at him here.
          
          
          EXT.   RIVERBANK - NIGHT
          
          MARCUS has reached the edge of the trees, he can see the
          river just beyond. He starts to move for it, when--
          
          --FWOOM! The forest around him ERUPTS INTO FLAME, the
          chopper has laid NAPALM along the river's edge.
          
                                                            (CONTINUED)
          
                                                                          67.
          CONTINUED:
          
          MARCUS reels from the intense heat, bats out FLAMES on his
          clothes, but his skin remains undamaged. Realizing he can
          keep on moving--
          
          --MARCUS DASHES through the dense FIRE to--
          
          
          EXT.   RIVER - DAWN
          
          --the RIVER, where the sky is just starting to LIGHTEN.
          MARCUS SPLASHES into the shallows, extinguishing the FLAMES.
          He fills his hands with water and sucks it down gratefully.
          
          ANGLE ON THE WATER - A GLIMMER of METAL below the surface,
          heading for the source of the splashing. Suddenly--
          
          --the BLACKHAWK CHOPPER drops down directly in front of
          Marcus, hovering a few feet above the water, the GUNNER
          pointing his weapon directly at Marcus (he's one of the two
          soldiers we saw before). The BLADE WASH swirls the water in
          a whirlpool and beats back the FIRE behind Marcus. As the
          GUNNER OPENS FIRE--
          
          --MARCUS DIVES below the surface, BULLETS ZINGING through the
          murky water.
          
          UNDERWATER - MARCUS is winged by a couple of shots, his
          thermoplastic flesh getting torn apart--
          
          WITH THE GUNNER - He pauses a moment, squinting into the
          WATER for a glimpse of Marcus, but failing to register that--
          
          --BELOW THE CHOPPER, right beneath him, the WATER ROILS as if
          teeming with piranha. Suddenly--
          
          --HYDROBOTS ERUPT from the RIVER with a hideous BUZZING
          SOUND. Hydrobots resemble segmented serpents, eyeless, but
          with razor-sharp heads that DRILL into their victims-- they
          respond to sound and vibrations. About a dozen of these four-
          foot long, glistening steel snakes shoot from the water to
          attack the chopper.
          
          INSIDE THE CHOPPER - HYDROBOTS PIERCE the aluminum FLOOR, and
          shoot into the cabin, the PILOT and the two SOLDIERS CRY OUT.
          
          The GUNNER tumbles out of the chopper and FALLS in the water.
          
          THE PILOT attempts to maintain control, but the hydraulics
          are damaged and the steel serpents thrash about in the cabin.
                                                            (CONTINUED)
          
                                                                          68.
          CONTINUED:
          
          THE GUNNER surfaces, trying frantically to swim to shore.
          But the hydrobots are upon him, he SHRIEKS and disappears
          beneath the bubbling surface, which now boils with BLOOD.
          
          IN THE CHOPPER - A WHIRRING HYDROBOT penetrates the other
          soldier's leg. He SCREAMS and wrenches the thing back out,
          tossing it from the chopper just before--
          
          --THE CHOPPER CRASHES INTO THE SHALLOWS.
          
          THE PILOT leaps from the cabin and makes it to shore, where
          he collapses. But the remaining, wounded SOLDIER can't get
          out of the hip-deep water before the HYDROBOTS are upon him.
          
          Suddenly, HANDS BURST from the water, grabbing the soldier.
          A second later, MARCUS SURFACES, slinging the man over his
          shoulder. He strides to shore, as if rescuing the man from
          enemy fire, hydrobots thrashing and bubbling at his waist.
          
          MARCUS reaches the amazed pilot, lays the wounded soldier
          down beside him, then tears a whirring, writhing HYDROBOT
          from the soldier's belly and WHIPS its head against a ROCK--
          it SPARKS, micro-machine parts fly. The pilot and wounded
          soldier stare at him, astonished.
          
                                 MARCUS
                       Don't mention it.
          
          He tosses the dead robo-snake aside, then turns and moves
          back into the water, quickly vanishing below the surface.
          
          UNDERWATER - MARCUS moves steadily across the silty river
          bottom. He doesn't need air. HYDROBOTS come at him, he
          swats them away as if they were mosquitoes, CRUSHING in his
          hand those that linger too long. Those which make contact
          with his artificial skin can't get far, turn and swim off.
          
          
          EXT.   FAR RIVERBANK - DAY
          
          MARCUS emerges, the FLAMES still visible on the other side of
          the river, behind him. He doesn't look back, as he moves
          into Skynet turf. This side of the river isn't wooded,
          everything has a concrete, industrial feel. Marcus is a
          mess, both clothing and skin are shredded and charred.
          
          He nearly bumps into a SKELETAL STEEL TERMINATOR, which
          emerges from behind a concrete wall. The terminator trains
          its PLASMA RIFLE on MARCUS, scans him, RED EYES glowing...
                                                            (CONTINUED)
          
                                                                         69.
          CONTINUED:
          
          TERMINATOR'S POV - RED FILTER, MARCUS' FORM is TARGETED.
          READ-OUTS on the side, the HIGHLIGHTED WORDS "NON-ORGANIC -
          DO NOT TERMINATE."
          
          THE TERMINATOR turns from MARCUS, no longer interested,
          moving off on its preprogrammed patrol.
          
          MARCUS moves up a sloping, CONCRETE EMBANKMENT.   At the top
          of the rise, he sees, spread out before him--
          
          
          EXT.   SKYNET TERRITORY - DAY
          
          --a hideous industrial sprawl, OPEN GAS FLAMES, SMOKING
          FACTORIES, rumbling VEHICLES, H-Ks, TERMINATOR TROOPS on
          patrol. Nothing green, a GREY HAZE hangs over the landscape.
          
          After a moment, MARCUS shakes his head and gamely soldiers
          on, moving along the edge of the elevated embankment.
          
          
          EXT.   SKYNET PERIPHERY - DAY
          
          MARCUS moves past banks of ANTI-AIRCRAFT guns and MISSILE
          LAUNCHERS, interspersed with slowly rotating RADAR TRACKING
          DISHES-- the first line of defense. From this fortress-like
          wall he descends into the nightmarish environment beyond.
          
          MARCUS reacts to a CAWING SOUND above, looks up to see--
          
          --A CROW perching on an overhead WIRE.   A second later--
          
          ZAP! A BLUE PLASMA PULSE blasts the thing to smithereens, a
          few BLACK FEATHERS drift down as--
          
          --a T-400 (same mask-like face we saw earlier) lowers its
          plasma weapon and strolls on. Target practice.
          
          MARCUS stays out of the way of the TERMINATOR LEGIONS
          patrolling near the riverside.
          
          
          EXT.   DEMOLITION SITE - DAY
          
          MARCUS heads inland, past the ruins of a CHURCH-- WALLS with
          the remains of stained glass WINDOWS, STATUES OF SAINTS.
          Hearing RUMBLING NOISES, Marcus hurries out of the way as--
          
          
                                                             (CONTINUED)
          
                                                                          70.
          CONTINUED:
          
          A WALL collapses, pushed down by an automated SKYNET
          BULLDOZER. This gigantic, self-operated construction machine
          has a swivelling CAMERA HEAD instead of a cab. Its giant
          TREADS roll over the STONE STATUES, crushing them to dust.
          
          
          EXT.   CONSTRUCTION SITE - DAY
          
          MARCUS keeps moving into Skynet's turf. The demolition gives
          way to massive CONSTRUCTION, as the robots remake the human
          world in their own image.
          
          CONSTRUCTION ROBOTS erect a low-slung STEEL FRAME structure,
          automated CRANES and SUPPLY TRUCKS about. These robots are
          oversized versions of the steel terminators we know, but with
          multiple limbs bearing WELDING TOOLS, and TREADS instead of
          legs. Marcus watches as BEAMS are quickly welded into place
          by telescoping steel arms.
          
          
          EXT.   SKYNET STREET - DAY
          
          MARCUS continues into the completed robot city. Skynet's
          ARCHITECTURE is featureless, bland, purely practical: single-
          story, windowless CONCRETE or STEEL structures with massive
          open DOORWAYS to accommodate their largest machines. A RED
          GLOW emanates from the interiors, the robots' preferred
          lighting scheme. No sidewalks or signs, just thick GRIDS of
          POWER LINES and PIPES overhead. Constant NOISE of BUZZING
          POWER, RATTLING MACHINES, etc.
          
          MARCUS steps inside one of these buildings--
          
          
          INT.   TERMINATOR FACTORY - DAY
          
          This TERMINATOR ASSEMBLY PLANT is an intricate, multi-leveled
          clockwork maze of moving CONVEYORS and INDUSTRIAL ROBOTICS.
          
          ELECTRONICS and HYDRAULICS are ROBOTICALLY SOLDERED in place.
          STEEL PRESSES stamp out TERMINATOR PARTS-- TORSOS, FACE
          PLATES, SPINAL COLUMNS, LIMBS.
          
          Partially-completed PARTS are moved by CONVEYOR to ASSEMBLY
          STATIONS, where LIMBS and HEADS are JOINED to TORSOS,
          elaborate OPERATIONS carried out by INDUSTRIAL ROBOTS, like
          the ones in present-day factories.
          
          
                                                            (CONTINUED)
          
                                                                          71.
          CONTINUED:
          
          SYNTHETIC SKIN is SPRAYED OVER a METAL ENDOSKELETON in
          precise amounts, building up to create human features... this
          is a T-400.
          
          An INDUSTRIAL ROBOT ARM picks up a CPU from a DRY-ICE
          CONTAINER. The CPU features the distinctive, linked
          rectangles familiar from the earlier films. The arm lifts
          this gingerly to a TERMINATOR SKELETON and INSERTS IT into
          the STEEL SKULL, SCREWING A SEAL over the hole.
          
          THE RED EYES flicker to life, and THE ARMATURE releases the
          TERMINATOR, which moves away under its own power. It removes
          a PLASMA WEAPON from a WALL RACK, moving past--
          
          --the dumbfounded MARCUS.
          
          THE TERMINATOR joins a dozen identical robots, who ride on a
          treaded SKYNET TANK with a PLASMA CANNON and FLAMETHROWER.
          There are numerous TANKS here, awaiting deployment.
          
          
          EXT.   SKYNET STREET - DAY
          
          Rounding a corner on a straight, narrow street, MARCUS sees
          all the ROBOTS and SMALL VEHICLES clearing into small NICHES
          built into the walls on either side, as if clearing a path
          for him. It takes him a moment to realize it's not him
          they're responding to-- a RUMBLE BUILDS...
          
          A convoy of GIGANTIC SKYNET TRUCKS-- a half-dozen modified
          SEMIS now driven by CPUS-- bear down on MARCUS at extremely
          high speed. They carry construction supplies: massive STEEL
          BEAMS, CONCRETE PIPES, etc. And there's barely inches of
          clearance on either side.
          
          These things aren't slowing down. There's nowhere for Marcus
          to duck out of the way. He has no choice but to RUN, as fast
          as he can, the lead vehicle gaining on him rapidly.
          
          MARCUS THROWS HIMSELF to the concrete in the middle of the
          street, pressing his body flat as the LEAD TRUCK passes over
          him, the wheels missing him by inches.
          
          But he has only a moment's respite. THE NEXT TRUCK has a
          lower undercarriage, a steel CROSSMEMBER catches his back--
          
          --and DRAGS MARCUS beneath the vehicle, ripping off chunks of
          flesh.
          
                                                            (CONTINUED)
          
                                                                               72.
          CONTINUED:
          
          Marcus CRIES OUT, crawls ahead and clings to a forward
          portion of the undercarriage, keeping himself just above the
          pavement. His LEFT LEG, twisted and damaged, still drags on
          the asphalt, throwing up SPARKS.
          
          OVERHEAD ANGLE ON THE TRUCK - CAMERA PULLS BACK straight
          above the MOVING VEHICLE, amidst the convoy speeding down
          this sunken artery. CAMERA KEEPS MOVING UPWARD to reveal an
          AERIAL VIEW of Skynet's city. Seen from above, the
          rectilinear STRUCTURES, criss-crossing POWER LINES and
          SPEEDING VEHICLES strongly resemble a PULSING CIRCUIT BOARD.
          
                                                               CUT TO:
          
          
          INT.   COMMAND CENTER/CORRIDOR - DAY
          
          JOHN CONNOR moves grimly down a narrow, steel passageway,
          FOOTSTEPS ECHOING. He reaches the MP, outside the door.
          
                                 CONNOR
                       I need to talk to the prisoner.
          
          The MP looks a little surprised, but says nothing.    He undoes
          the LATCH on the door and opens it for Connor.
          
          
          INT.   COMMAND CENTER/INTERROGATION CELL - DAY
          
          A bare, windowless space with only a cot, a metal chair and a
          bedpan. BLAIR looks up, bleary-eyed, exhausted and scared.
          CONNOR gestures for the MP to close the door behind him.
          
                                 CONNOR
                       Lieutenant Williams. I'm sorry
                       about the way you've been treated,
                       but we're forced to take every
                       precaution. I'm John Connor.
          
          Blair's mighty impressed, in spite of the circumstances.       She
          leaps to her feet, stands at attention and salutes.
          
                                  BLAIR
                       Sir.
          
                                  CONNOR
                       At ease.   Please, sit.
          
          
                                                               (CONTINUED)
          
                                                                         73.
          CONTINUED:
          
          CONNOR pulls up the chair, close to Blair, who sits on the
          bed. His tone is careful, controlled.
          
                                  CONNOR (cont'd)
                       I've gone over your record,
                       lieutenant. You're a good soldier,
                       flown a lot of missions...
                           (BEAT)
                       Why in God's name would you help a
                       terminator escape?
          
                                 BLAIR
                       Sir-- he isn't a terminator.     He's
                       human.
          
                                  CONNOR
                       We know he's crossed into Skynet
                       territory, why would he do that if
                       he isn't--
          
                                 BLAIR
                       He's trying to find his friends.
          
                                 CONNOR
                       What friends?
          
                                 BLAIR
                       A couple of kids. They were taken
                       in a Skynet transport, probably to
                       some kind of prison camp-- he said
                       their names were Star and Kyle.
          
          Connor blinks at this, alert.
          
                                    CONNOR
                       Kyle.
          
          Blair picks up on his interest, but doesn't understand it.
          
                                 BLAIR
                       Mm... Kyle something.    With an `R.'
          
                                    CONNOR
                       Reese.
          
                                    BLAIR
                       That's it.     How did you...?
          
          
                                                               (CONTINUED)
          
                                                                          74.
          CONTINUED: (2)
          
          CONNOR is already on his feet, BANGING on the door-- the MP
          unlatches it to let him out--
          
          
          INT.   COMMAND CENTER/CORRIDOR - DAY
          
          Partway down the hallway, CONNOR encounters KATE, who walks
          with him, takes in his expression.
          
                               KATE
                     What is it, John?
          
                               CONNOR
                     I always knew I'd have to find him
                     someday. I just didn't know how.
          
                                KATE
                     What?   Find who?
          
                                  CONNOR
                     My father.
          
                                                            CUT TO:
          
          
          INT.   LABORATORY - DAY
          
          START CLOSE on KYLE'S HAND, clutching STAR'S tightly.   We
          hear them SINGING faintly, together:
          
                               KYLE AND STAR
                     Twinkle, twinkle, little star...
          
          WIDER, their heads, feet and chests are clamped onto SLIDING
          TRAYS, a long row of these hold OTHER PRISONERS as well.
          Kyle and Star must reach across a gap between the trays to
          hold hands. (It's the first time we've seen her hatless.)
          
          The trays are all poised before panel-covered SEMI-CIRCULAR
          OPENINGS built into the wall, in a sterile, hospital-like
          environment. Above each opening is a MONITOR SCREEN. An
          ominous HUM is building.
          
          IN AN ADJACENT OPERATING THEATER, visible through GLASS
          WALLS, MEDICAL LASERS mounted on ROBOTIC ARMS work on
          anesthetized patients (we needn't see the grisly details).
          
          BEHIND STAR and KYLE, the PANELS OPEN, the trays slowly SLIDE
          into the OPENINGS. SCREAMS and SOBS from other prisoners.
                                                            (CONTINUED)
          
                                                                            75.
          CONTINUED:
          
                                 STAR
                       Oh no, oh no...
          
                                 KYLE
                       Shh, keep singing.
          
          Kyle and Star hold hands for as long as possible, then
          release their grip as their bodies enter the chambers and the
          panels slide shut.
          
          
          INT.   STAR'S TESTING CHAMBER - DAY
          
          Immobilized in this small, tubular chamber, like an MRI, STAR
          closes her eyes as she's bathed in BRIGHT LIGHT, LASER GRIDS
          projecting over her skull. The HUMMING is LOUDER.
          
                                 STAR
                       Up above the world so high, like a
                       diamond in the sky...
          
          
          INT.   KYLE'S TESTING CHAMBER - DAY
          
          The same thing is happening to Kyle.    He's no longer singing.
          
                                 KYLE
                       Stop it stop it STOP IT!
          
                                                              CUT TO:
          
          
          EXT.   SKYNET HIGHWAY - DAY
          
          WITH MARCUS beneath the truck. He's moved to the edge of the
          chassis, near a WHEEL, moving slowly, carefully. There's a
          bit more clearance at the sides of the sunken highway now,
          but they're still moving awfully fast.
          
          THE WHEEL TURNS, the vehicle suddenly SLOWS to negotiate a
          turn, braking downhill. Marcus seizes this opportunity.
          
          ANOTHER ANGLE as MARCUS LAUNCHES himself from below the
          vehicle, rolling into the GAP between the convoy and the
          concrete wall. The remaining vehicles RUMBLE PAST, as MARCUS
          presses himself against the wall.
          
          
          
                                                              (CONTINUED)
          
                                                                              76.
          CONTINUED:
          
          When they're gone, he gets to his feet, limping down the
          highway on foot for a short distance, dragging his damaged
          leg behind him. He hears ANOTHER CONVOY approaching.
          
          Just in time, he finds a SEAM in the poured concrete, it's
          enough to give him purchase-- he struggles to climb up the
          eight feet of freeway wall.
          
          MARCUS makes it over the top, TRUCKS RUMBLING past below.
          This is desolate, hilly country.
          
          ANGLE DOWN - among the vehicles below is a CONTAINER, like
          the one that held Kyle and Star. We glimpse the anguished
          FACES and REACHING HANDS of CAPTIVES within.
          
          MARCUS reacts, moves as fast as he can alongside the trucks
          for a short distance until--
          
          THE VEHICLES shoot ahead around a curve and out of sight.      In
          the distance is a COMPLEX OF BUILDINGS, clearly the
          destination.
          
          Marcus begins moving along the edge of the freeway, heading
          for the complex. He reaches the edge of a plateau, looks
          down, his expression changing. This is the last thing he
          expected to see. CAMERA MOVES to reveal--
          
          
          EXT.   COASTAL VALLEY - DAY
          
          --a panoramic view of a GORGEOUS COASTAL COMMUNITY. The
          place is lush, green, with well-maintained, lovely HOMES in
          the distance, a BLUE SEA beyond. The complex of buildings
          stands a few miles away, at the far end of the valley.
          
          MARCUS, amazed, limps down a gentle slope leading to this
          seeming paradise.
          
          
          EXT.   GOLF COURSE - DAY
          
          MARCUS emerges from a small stand of trees and finds himself
          looking at a groomed FAIRWAY. Marcus hears a NOISE nearby--
          
          --a GOLF BALL bouncing on the ground not far away.    MARCUS
          turns in the direction it came from.
          
          
          
                                                               (CONTINUED)
          
                                                                            77.
          CONTINUED:
          
          An electric GOLF CART approaches, driven by a handsome,
          middle-aged golfer-- JEREMY-- who wears casual country club
          attire, eating from a clear BAG OF TRAIL MIX. Jeremy comes
          to a stop beside Marcus.
          
                                 JEREMY
                       Are you all right?
          
          Marcus slowly shakes his head, as Jeremy climbs out of the
          cart, looking him over carefully, taking in the exposed metal
          at his shoulder and leg.
          
                                 MARCUS
                       What the hell is this?
          
                                 JEREMY
                       You look like you've been hit by a truck--
          
                                 MARCUS
                       Among other things. Look, I'm
                       trying to find some friends-- a
                       couple of kids. They were taken
                       here, I saw some buildings--
          
          JEREMY eyes him, a little surprised at his ignorance.
          
                                 JEREMY
                       The facility, sure.   Hop in, I'll
                       take you there.
          
          Marcus hesitates a beat, can he trust this guy? But Jeremy
          simply seems eager to help, as he guides him to the passenger
          seat, then gets behind the wheel. With a smile:
          
                                 JEREMY (cont'd)
                       This round was gonna blow my
                       handicap anyway. I'm Jeremy.
          
          He extends a hand.     After a beat, Marcus reaches toward it--
          
                                 MARCUS
                       Marcus.
          
          Jeremy clutches Marcus' hand tightly.     Marcus blinks, Jeremy
          cocks his head, then lets go.
          
          
          
          
                                                               (CONTINUED)
          
                                                                          78.
          CONTINUED: (2)
          
                               JEREMY
                     I can't connect with you at all...
                     your interface must've been
                     damaged. Don't worry, soon they'll
                     have you as good as new.
          
          With that, he hits the gas.
          
          
          EXT.   RESIDENTIAL STREET - EVENING
          
          JEREMY drives the cart down the road, past well-kept homes
          with generous lawns-- it's a beautiful, upscale community at
          MAGIC HOUR. BICYCLISTS and FUTURISTIC CARS pass, Jeremy
          waves to NEIGHBORS. Marcus takes it all in with disbelief.
          
                               MARCUS
                     I didn't think there was-- anything
                     like this left... anywhere.
          
                                JEREMY
                     Yes.   We're very lucky.   Want some?
          
          He holds the plastic bag out to Marcus, who obligingly takes
          a handful of trail mix, pops it in his mouth. After a beat,
          he spits it back out in his hand, stares at it.
          
                               MARCUS
                     This isn't food.
          
                               JEREMY
                     Well, of course not. Seems you got
                     a little memory loss going on.
          
          Marcus stares at him, confused. Jeremy is starting to
          realize just how out of it he is, speaks as if to a child.
          
                                JEREMY (cont'd)
                     It's a foam resin. It can taste like
                     anything you want it to-- but of
                     course, we don't really need to eat.
                         (BEAT)
                     Our brains are powered by fuel cells,
                     remember?
          
          Marcus just stares, Jeremy gestures at the world around them.
          
          
          
                                                             (CONTINUED)
          
                                                                          79.
          CONTINUED:
          
                                 JEREMY (cont'd)
                       We're in a transitional phase.
                       Most of us need the comfort of the
                       familiar a little while longer--
                       food, shelter, sex. Until we
                       forget the old life.
          
          As he speaks, he notices his BAG is nearly empty. He
          casually lifts his sport shirt and CLICKS OPEN a PANEL
          beneath his rib cage. We glimpse CIRCUITS, FIBER-OPTICS.
          
                                 JEREMY (cont'd)
                       Eating-- well, chewing-- it's one of
                       the hardest habits to break... but
                       before long, none of this will be
                       necessary. We won't even need these
                       bodies.
          
          From within he removes an identical BAG FILLED with TRAIL MIX
          (the stuff he just ate), and replaces it with the empty bag.
          He clicks the panel shut again, pops a NUT in his mouth.
          
          Marcus stares at this, appalled, then blinks and looks away.
          He reacts to the sound of PIANO MUSIC, a difficult piece
          being played expertly-- PASSING a PICTURE WINDOW, he sees a
          PIANIST practicing.
          
          In front of this home, a GARDENER and WINDOW WASHER are hard
          at work. They're both T-400s, with the eerie mask-like
          faces. Marcus reacts.
          
                                 MARCUS
                       Terminators!
          
          Jeremy winces, as if at a racial epithet. He's starting to
          regret giving Marcus a lift, his manner is careful, as if
          he'd picked up some homeless guy.
          
                                 JEREMY
                       We don't call them that here.
          
          Marcus grabs Jeremy, who pulls back a bit, alarmed.
          
                                 MARCUS
                       What are you?
          
                                   JEREMY
                       A hybrid.    The same as you.
          
                                                              (CONTINUED)
          
                                                                             80.
          CONTINUED: (2)
          
                               MARCUS
                     A hybrid-- human and machine?
          
                               JEREMY
                     Of course. That's what this community
                     is for-- people like us.
          
                               MARCUS
                     Jesus... why?
          
                               JEREMY
                     You should be grateful to have been
                     chosen.
          
                               MARCUS
                     What about the ones who weren't?
          
                               JEREMY
                     You mean like Janet and the kids.
          
          For a moment, Jeremy's expression darkens.     Then he shuts his
          eyes, and his features relax.
          
                               MARCUS
                     Your family. You lost them?
          
          Jeremy nods and SMILES, looking at him once more.
          
                               MARCUS (cont'd)
                     Why are you smiling?
          
                               JEREMY
                     `Cause I feel good. The interface
                     recognizes negative emotions-- rage,
                     grief, despair-- and stimulates
                     positive endorphins in response. Thank
                     God, life would be pretty unbearable
                     otherwise, don't you think?
          
          
          EXT.   PARK - DUSK
          
          They've left the main street now, driving down a WOODED PATH
          leading to the "facility." There are lawns, fountains, etc.
          Marcus SLAMS ON the brakes, then clutches Jeremy by the
          throat-- the man looks more annoyed than frightened.
          
          
          
                                                               (CONTINUED)
          
                                                                               81.
          CONTINUED:
          
                                 MARCUS
                       Tell me everything.   How did you
                       people get here?
          
                                 JEREMY
                       Most of us worked at NASA or DARPA.
                       I was an engineer on Project Angel--
          
          Marcus drags the man from the cart by his throat, squeezing
          harder.
          
                                 MARCUS
                       Angel-- what is it?
          
                                 JEREMY
                       Advanced Nexus of Genetic and
                       Electronic Life-forms... A-N-G-E-L.
                       You can stop choking me, it's not
                       like I need to breathe.
          
          Marcus releases him, but remains in his face.       Jeremy takes a
          moment to recover his composure.
          
                                 JEREMY (cont'd)
                       We replaced the body's hydrocarbons
                       with plastinated compounds while
                       maintaining cellular structure--
                       analog neural impulses were converted
                       to wireless digital signals,
                       controlling the micro-tech chassis--
          
                                  MARCUS
                       English!
          
                                 JEREMY
                           (sighs, slowly)
                       The goal was a superior support
                       system for the human brain-- to go
                       anywhere, do anything-- explore
                       deep space, the bottom of the sea.
                       I specialized in optics.
          
          He taps his own eye with an audible CLICK, not flinching.
          Marcus takes a couple steps away, looking at his own hands.
          
          Jeremy points to nearby BUILDINGS, a little peevish.
          
          
          
                                                                 (CONTINUED)
          
                                                                           82.
          CONTINUED: (2)
          
                               JEREMY (cont'd)
                     The facility is just ahead. I'll
                     let them know you're coming.
          
          So saying, he's back in the cart, pulling away in a hurry.   A
          moment later, Marcus moves off amongst the trees.
          
          Nearing the complex, Marcus reacts to BIRDSONG above.   He
          looks up, stops as he sees--
          
          --a TINY SPEAKER, concealed amongst the LEAVES.
          
          MARCUS moves to this tree, touches it-- the bark feels
          unnatural. He RAPS it with his FIST-- it sounds hollow, made
          of FIBERGLAS. He fingers a LEAF, tries to bend it-- PLASTIC.
          
          He crouches, studying the GRASS. After a moment, he finds a
          SEAM in the pristine lawn. He starts to peel it up... it's
          ASTROTURF. Beneath it is SANDY DIRT.
          
          Marcus KEEPS PEELING the plastic covering back... more dirt--
          and BITS OF BONE. As he continues to uncover the ground we
          see recognizable CHUNKS of SKULLS, LEGBONES, etc.
          
          By now he's rolled back a few square yards, numb with horror.
          Marcus moves on toward the complex with new determination,
          trying to stay out of sight.
          
                                                            CUT TO:
          
          
          INT.   LABORATORY - NIGHT
          
          ON THE MONITORS above the long row of chambers-- colorful 3-D
          IMAGES of the prisoner's BRAINS are being constructed, like
          PET scans. DENSE DIGITAL READ-OUTS BELOW, as data is
          analyzed. (Levels of seratonin, endorphins, etc.) Beside
          these are BARCODES and small INSET PHOTOS taken within the
          chamber, the subjects looking frightened.
          
          IN THE OPERATING THEATER, the LASERS are still now, their
          grisly work done for the moment, awaiting the next batch.
          
          An ENGINEER, a nice-looking, well-built young man in loose
          black clothing, moves down the row of chambers, studying
          results. He speaks into a subtle HEAD-SET:
          
          
          
                                                            (CONTINUED)
          
                                                                          83.
          CONTINUED:
          
                                 ENGINEER
                       32578 - acceptable. 32579 - no,
                       insufficient neural capacity.
                       32580 - eh, this one shouldn't have
                       even been brought here...
          
          As he speaks, the BARCODES on the monitors in question turn
          either RED or GREEN in response to his judgments.
          
          He reaches KYLE'S CHAMBER, we see Kyle's anguished FACE on
          the monitor photograph.
          
                                 ENGINEER (cont'd)
                       32581 looks good...
          
          Kyle gets a GREEN BARCODE, the engineer is on to Star, he
          strokes his chin.
          
                                 ENGINEER (cont'd)
                       32582... hm, borderline. May not
                       be emotionally compatible. Pass.
          
          On STAR'S MONITOR-- RED BARCODE.
          
          The engineer KICKS something on the floor, bends down to pick
          it up-- STAR'S BASEBALL CAP. He flings it expertly into--
          
          --a nearby TRASH RECEPTACLE.
          
                                                             CUT TO:
          
          
          EXT.   OFFICE PARK FACILITY - NIGHT
          
          A series of LOW-RISE BUILDINGS, attractively LIT, surrounded
          by lawn, trees and water features. A HUMAN TRANSPORT heads
          down a RAMP into a parking structure; a GATE closes.
          
          FIND MARCUS, watching this from behind some plastic foliage.
          He sets his jaw, removes something from his pocket, fiddles
          with it and places it carefully in the bushes. He moves on.
          
          Nearing an entrance, he hears a familiar voice from nearby.
          
                                 SERENA
                       Marcus!
          
          
          
                                                             (CONTINUED)
          
                                                                          84.
          CONTINUED:
          
          A BACKLIT FIGURE approaches-- as her face enters the light,
          we see that it's SERENA, looking healthy, beautiful. Marcus
          stares at her coldly.
          
                                 SERENA (cont'd)
                       Marcus... it is you. You're alive,
                       you found us. Welcome to paradise.
          
                                 MARCUS
                           (DISGUSTED)
                       It's a graveyard.
          
          SERENA takes in his anger, adopts a regretful tone.
          
                                 SERENA
                       There was no choice-- the old
                       civilization had to be eliminated.
                       To make way for a new world... a
                       world without death or suffering.
          
          SERENA puts her arms around him. He doesn't return the
          embrace, but he doesn't resist her.
          
                                 SERENA (cont'd)
                       You were the first... I'm sorry.
          
          So saying, she presses a small, taser-like device at the base
          of his skull-- ZAP! MARCUS SPASMS and goes limp in her arms.
          SERENA lets him down gently on the ground.
          
                                 SERENA (cont'd)
                       We should never have left you behind.
          
          A pair of T-400s now approach from the shadows. They pick up
          Marcus and carry him toward the building. CAMERA MOVES to
          find, hidden in the bushes where Marcus placed it--
          
          --the ELT, the EMERGENCY BEACON Blaire gave him... activated
          now, a single GREEN LIGHT PULSES.
          
                                                                CUT TO:
          
          
          INT.   SLEEPING CABIN - NIGHT
          
          DARKNESS, then a KNOCK and a DOOR FLIES OPEN.
          
          JOHN CONNOR sits up in bed.      KATE blinks beside him.
          
                                                                (CONTINUED)
          
                                                                           85.
          CONTINUED:
          
                                 AIDE
                       Sir, I'm sorry to disturb you, but you
                       said you wanted to know immediately--
          
                                 CONNOR
                       What is it?
          
                                 AIDE
                       We found our terminator.
          
          
          INT.   COMMAND CENTER - NIGHT
          
          CONNOR and KATE, hastily dressed, cross through the command
          center we've seen before, and step through a HATCHWAY into--
          
          
          INT.   SUBMARINE/BRIDGE - NIGHT
          
          --a MASSIVE CONTROL AREA for a HUGE SUBMARINE. SONAR and
          RADAR stations, a CREW of NAVAL PERSONNEL, most do not wear
          uniforms. This sub is where Connor has been the whole time.
          
          THE AIDE leads CONNOR to a GPS TRACKING TERMINAL, where NAVAL
          and AIR FORCE OFFICERS hover.
          
                                 AIR FORCE OFFICER
                       The signal's coming from near what used
                       to be Galveston, right on the coast.
          
                                 NAVAL OFFICER
                       There can't be any prisoners there.
                       The whole area's a nuclear
                       wasteland-- only machines can
                       survive the radiation levels for
                       any length of time.
          
                                  CONNOR
                       Mobilize a combined air and naval
                       assault, all available resources.
                       We're sending in a rescue team ASAP.
          
          The OFFICERS raise AD LIB objections ("but sir--"). CONNOR
          raises a hand to silence them and moves a few steps away,
          beside KATE. They speak in hushed tones:
          
                                 KATE
                       All to find one teenage boy...?
                       John, you really think this can work?
                                                                 (CONTINUED)
          
                                                                             86.
          CONTINUED:
          
                                 CONNOR
                       I'm standing here, I exist-- so it
                       must have worked. We will find him.
          
          He turns back to the OTHERS, holding their gaze.
          
                                 CONNOR (cont'd)
                       Call it an act of faith.
          
          
          EXT.   UNDERWATER - NIGHT
          
          We see now that Connor's on board a NUCLEAR ATTACK SUB, with
          TWO MORE SUBS moving in tandem behind it.
          
          HOLD ON the LEAD SUB and MOVE IN ON the STENCILLED NAME as it
          PASSES CAMERA: "LOS ANGELES SSN-688."
          
                                                              DISSOLVE TO:
          
          
          INT.   REPAIR LAB - DAY
          
          START ON MARCUS' DAMAGED LEG. It has been DETACHED from his
          body, halfway down the thigh. Elaborate CIRCUITS are
          exposed, as SURGICAL MACHINES perform repairs with LASERS,
          MECHANICAL ARMS replacing damaged parts.
          
          NEARBY, MARCUS opens his eyes, coming to. He's CLAMPED onto
          an elaborate, mobile SURGICAL TABLE, the stump exposed. His
          body and head are secured within its framework. MORE
          MACHINES swiftly repair the damage to his chest and shoulder.
          
          MARCUS twitches, freaking out, struggling in his bonds--
          
          THE DETACHED LEG twitches as well.
          
                                 SERENA
                       Calm down, Marcus.   It's all right.
          
          SERENA is on the other side of a GLASS PANEL, operating
          computer controls. This is an automated surgical
          environment, the work on Marcus carried out by various
          MACHINES and MICROTOOLS-- busy HYDRAULIC ARMS, LASERS, etc.
          
                                 MARCUS
                       Like fuck it is. I'm sick of being
                       your guinea pig, what are you doing
                       to me now?!
                                                                  (CONTINUED)
          
                                                                            87.
          CONTINUED:
          
                                 SERENA
                       Repairing you.
          
                                 MARCUS
                       You all work for Skynet!
          
                                 SERENA
                       Please. Skynet works for us. It's only
                       a program-- a tool, a means to an end.
          
                                 MARCUS
                       The end of the world.
          
                                 SERENA
                       Its sole purpose is to protect humanity.
          
          MARCUS lets out a horrified, bitter laugh.
          
                                 SERENA (cont'd)
                       Listen to me. Skynet was designed to
                       detect threats, make projections and
                       implement solutions. As soon as it
                       came on line, it factored in war,
                       disease, environmental destruction--
                       and calculated a high probability of
                       total human extinction within two
                       hundred years. The human race was
                       doomed... unless we were transformed.
          
          THE SURGICAL TABLE swivels, bringing MARCUS into alignment
          with the repaired leg. In moments it's reattached, the
          plastic skin thermosealed at the joint.
          
                                 MARCUS
                       Into-- this? A brain in a box?
          
                                 SERENA
                       Skynet had access to the entire
                       defense web-- including Project
                       Angel. It determined hybrids were
                       the only path to salvation.
          
                                 MARCUS
                       Destroying the human race in order
                       to save it.
          
          THE LASER TOOLS and HYDRAULIC ARMS now move on their ceiling
          racks, coming close to MARCUS' FACE. The TABLE INVERTS,
          exposing the back of his head.
                                                                  (CONTINUED)
          
                                                                          88.
          CONTINUED: (2)
          
                               MARCUS (cont'd)
                     What are you doing?
          
                               SERENA
                     When the resistance attacked our
                     installation, we were forced to
                     self-destruct. We would have taken
                     you with us, but we thought you
                     were in a permanent coma...
          
          THE LASERS start cutting into the back of Marcus' head,
          BURNING through the plastic SKIN. MARCUS lets out a CRY of
          rage, strains at his bonds.
          
                               SERENA (cont'd)
                     Your interface was never installed.
          
          CLOSE as the HYDRAULIC ARM attaches to the back of Marcus'
          head and removes a section of STEEL SKULL...
          
          REVEALING THE SURFACE of a HUMAN BRAIN, gray matter enmeshed
          in WIRES and CIRCUITRY beneath a clear PLASTIC CASING, in a
          bath of pale reddish LIQUID. Tiny NEURAL SPARKS fire.
          
                               MARCUS
                     No, stop... I don't want it!
                     You're dead inside, all of you!
          
                               SERENA
                     We're immortal. No sane person
                     would choose to live in pain,
                     forever. Soon you'll understand.
          
          CLOSE as an elaborate ELECTRONIC INTERFACE MODULE is fixed at
          the base of Marcus' exposed brain.
          
          ON MARCUS' FACE - his expression of agony vanishes, his
          features become peaceful.
          
                                                           DISSOLVE TO:
          
          
          EXT.   OFFICE PARK FACILITY - NIGHT
          
          MARCUS is dressed in fresh clothes, his damage repaired-- and
          he seems more at ease than we've yet seen him. He walks
          beside SERENA, who wears a small EARPIECE, a high-tech
          cellphone device. They smile as they pass other HYBRIDS on
          the late shift.
                                                               (CONTINUED)
          
                                                                           89.
          CONTINUED:
          
                                 SERENA
                       How are you feeling, Marcus?
          
                                 MARCUS
                       I'm not sure I know how to describe it.
          
                                 SERENA
                       It's called happiness. You've been
                       angry all your life. You don't
                       know what it's like to feel... a
                       part of something.
          
          She clasps his hand in both of hers. MARCUS closes his eyes,
          a jolt of pleasure shooting through him.
          
          
          SPFX MONTAGE
          
          FLYING POV, THROUGH BANKS OF CLOUDS, RICH COLORS in the sky,
          glinting GOLDEN LIGHT--
          
          ROCKET DOWNWARD to a PRISTINE COASTLINE, some place like
          Hawaii-- PLUNGE INTO THE WATER--
          
          RISE and come face to face with SERENA, SMILING... moving in
          for a kiss... CAMERA IRISES OPEN TO WHITE...
          
          
          EXT.   OFFICE PARK - NIGHT
          
          SERENA releases Marcus' hands. He opens his eyes slowly,
          reeling from the intense moment. CAMERA REVEALS a subtle
          BULGE at the base of his skull, the implanted interface.
          
                                 SERENA
                       Pure ecstasy... we can share in it
                       together.
          
                                 MARCUS
                       When I was a kid my grandmother
                       would go on about heaven... it
                       always sounded so boring.
          
                                 SERENA
                       Were you bored just now?
          
          Marcus shakes his head-- far from it.       Serena laughs.
          
          
                                                                 (CONTINUED)
          
                                                                          90.
          CONTINUED:
          
                                 SERENA (cont'd)
                       That sensation is always there for
                       you, whenever you desire. But most of
                       us here are scientists... our greatest
                       joy is using our minds to explore, to
                       discover... I'll show you.
          
          She leads him up steps into one of the buildings.
          
          
          INT.   CORRIDOR - NIGHT
          
          CAMERA TRACKS past GLASS WINDOWS, we glimpse ARTIFICIAL SKIN
          growing on a steel terminator skeleton... a prototype T-800,
          perhaps with a strong resemblance to Arnold.
          
          Elsewhere ENGINEERS observe a SHIMMERING COLUMN of LIQUID
          METAL, twisting and assuming different shapes within a sealed
          GLASS CONTAINER.
          
          WITH MARCUS and SERENA, moving past these observation areas.
          
                                 SERENA
                       Nanotechnology, polymimetic metals...
                       working with Skynet, we're making
                       amazing breakthroughs, well beyond
                       anything possible before Judgment Day.
          
          
          INT.   TIME DISPLACEMENT CHAMBER - NIGHT
          
          START on a glowing TIME SPHERE, just a vague, translucent
          blue ball right now, dwarfed by the MACHINERY which sustains
          it. The sphere is set into a dome-shaped depression in the
          floor. There's a distinctive, loud HUM.
          
          A PHYSICIST here at a TERMINAL.    He nods toward--
          
          --SERENA and MARCUS as they enter.
          
                                 SERENA
                       We've already freed ourselves from
                       biological limits... soon we'll
                       transcend the laws of physics.
          
          SERENA gestures at a large DIGITAL DISPLAY of a 24-hour
          CLOCK: the date, 10.16.18, 00:25, SECONDS FLASHING PAST.
          
          
                                                                (CONTINUED)
          
                                                                        91.
          CONTINUED:
          
                                 SERENA (cont'd)
                       Right now, we can only go back a
                       few days at most...
          
                                 MARCUS
                       A time machine... Connor was right.
          
                                 SERENA
                           (sudden interest)
                       The Resistance leader?   You know him?
          
                                 MARCUS
                       ...I've just heard him speak.
          
                                 SERENA
                       He's a dangerous man. Delusional.
                       He thinks he's a savior, but all he's
                       really fighting for is... death.
          
          They move to an exit, Marcus looking back over his shoulder
          at the glowing blue sphere.
          
          
          EXT.   OFFICE PARK FACILITY - NIGHT
          
          MARCUS and SERENA cross the attractive campus.
          
                                 MARCUS
                       In the world outside-- the
                       survivors think Skynet is the
                       enemy, out to destroy them. Why
                       don't you tell them about all this?
          
                                 SERENA
                       Not everyone can become like us,
                       Marcus. We just don't have the
                       resources to sustain more than a
                       few thousand hybrids.
          
                                 MARCUS
                       Then why... Some people I knew were
                       picked up, taken here...
          
                                                                         92.
          
          
          INT.   NEURAL NET CHAMBER - NIGHT
          
          CAMERA MOVES over TUBES and FIBER-OPTIC CABLES, which run
          into multiple GLASS CYLINDERS filled with translucent PINK
          LIQUID. These contain HUMAN BRAINS... there are hundreds of
          them hooked up in here.
          
                               SERENA
                     A boy and a girl-- in the last day
                     or two?
          
                               MARCUS
                     Yes... what is this place?
          
                               SERENA
                     Part of the neural net-- human minds
                     linked directly with artificial
                     intelligence. The processing power
                     of the human brain is still beyond
                     anything Skynet can manufacture.
          
          SERENA has moved to a COMPUTER TERMINAL, one of a few here.
          
                               SERENA (cont'd)
                     Display recent arrivals for processing.
          
          IMAGES begin to appear on the screen-- small inset PHOTOS,
          each with a BARCODE. They quickly fill the screen. MARCUS
          leans forward, squinting.
          
          ON SCREEN - dozens of FACES, PHOTOS taken inside the TUBES,
          mostly looking terrified.
          
          MARCUS shakes his head.
          
                               SERENA (cont'd)
                     Next page...
          
          ON SCREEN - a new SET OF FACES appears one by one on the
          screen. This time, STAR and KYLE are among them, next to
          each other.
          
                               MARCUS
                     That's them.
          
          MARCUS touches the screen, two fingers, one on each of the
          kid's faces. THEIR IMAGES expand to fill the screen, side by
          side, KYLE on the left.
          
                                                               (CONTINUED)
          
                                                                              93.
          CONTINUED:
          
          KYLE'S IMAGE, the date 10.16.18... the time, 22:19:23.      The
          word, in green: PROCESSED.
          
          SERENA smiles.
          
                                 SERENA
                       Good news. He'll soon be part of
                       the network-- you'll be able to
                       connect with him.
          
          Move to STAR'S IMAGE.       10.15.18... 22:20:49... and the word,
          in red: TERMINATED.
          
                                 SERENA (cont'd)
                       I'm sorry about the girl, Marcus.
                       She didn't suffer.
          
          Marcus takes this in, his face shows pain. Then SERENA
          grasps his hand-- in moments, he's smiling.
          
                                    MARCUS
                       Of course.     I... I understand.
          
          Suddenly the building SHAKES, the sound of a distant
          EXPLOSION. SERENA releases MARCUS, listens in her earpiece.
          
                                 MARCUS (cont'd)
                       What is it?
          
                                 SERENA
                       I don't know-- I have to go.    Will
                       you be all right?
                           (off his smile and nod)
                       Of course you will.
          
          She touches him once more and moves off, leaving him alone
          here. We'll hear other far off EXPLOSIONS from time to time
          during the following. MARCUS stares at--
          
          HIS FRIENDS' FACES, which slowly FADE TO BLACK, replaced by
          his own REFLECTION. Seeing his own face, his smile vanishes.
          
          MARCUS is going through a terrible internal struggle, the
          interface fighting his own natural emotions. He backs away
          from the machine, looks around at the brains, all the lives
          destroyed.
          
          Hurrying past the wall of brains, he moves a hand to the base
          of his skull... with an ANGRY CRY--
                                                                 (CONTINUED)
          
                                                                          94.
          CONTINUED: (2)
          
          --his FINGERS dig into the plastic skin at the back of his
          HEAD--
          
          MARCUS grits his teeth, this is incredibly hard to do, but--
          
          --he RIPS THE INTERFACE MODULE from his skull-- CONNECTIONS
          SPARK, we glimpse STEEL SKULL and the encased BRAIN beneath.
          
          MARCUS hurls the DEVICE to the floor, its elaborate CIRCUITRY
          SHATTERS. He reels with momentary anguish at what he's just
          given up-- then he moves out of there with determination.
          
          
          EXT.   OFFICE PARK FACILITY - NIGHT
          
          FIRE and SMOKE in the distance, VEHICLES MOVING fast amidst
          the destruction. It looks like the place is under attack.
          
          MARCUS moves purposefully across the campus-- suddenly
          HEADLIGHTS illuminate him. He dives out of the way as--
          
          A FUTURISTIC ATV roars past at high speed.   It's followed
          moments later by a massive SKYNET TANK.
          
          MARCUS scrambles to his feet, continues on his way.
          
          
          INT.   TIME DISPLACEMENT CHAMBER - NIGHT
          
          THE PHYSICIST is SLAMMED against a wall. He never loses his
          unperturbed expression as MARCUS manhandles him. THE CLOCK
          reads 01:05.
          
                               MARCUS
                     I need to go back!
          
                               PHYSICIST
                     The wormholing fluctuates, right
                     now it's oscillating between three
                     and six hours--
          
                               MARCUS
                     What do I do?
          
                               PHYSICIST
                     Just breach the sphere. But you
                     could materialize anywhere in a
                     mile radius--
          
                                                             (CONTINUED)
          
                                                                          95.
          CONTINUED:
          
          MARCUS tosses the man aside, regards the GLOWING, CRACKLING
          TIME SPHERE-- it doesn't look too inviting.
          
          THE DOOR bursts open. SKELETAL TERMINATORS storm in,
          wielding PLASMA RIFLES-- they mean business--
          
          THE PHYSICIST finally looks alarmed, getting in front of
          MARCUS as he yells--
          
                                 PHYSICIST (cont'd)
                       No, don't shoot in here--!
          
          A TERMINATOR FIRES anyway, BLOWING A HUGE HOLE through the
          center of the Physicist's chest and throwing him backward to
          the floor-- the man looks down and shakes his head at the
          damage to his plastinated body.
          
                                 PHYSICIST (cont'd)
                       Idiots.
          
          A SECOND TERMINATOR spins his weapon on--
          
          --MARCUS, who LEAPS into the center of the sphere just as THE
          ROBOT FIRES and HITS nearby MACHINERY which EXPLODES--
          
          ENERGY ERUPTS around MARCUS, the CRACKLING BLUE LIGHT of the
          time sphere surrounds him. We experience this from--
          
          --INSIDE THE SPHERE. Marcus instinctively crouches in a
          FETAL POSITION. An instant later, his CLOTHING BURNS OFF HIS
          FLESH. The HIGH TECH ENVIRONMENT around him TRANSFORMS into--
          
          
          EXT.   PARK - DUSK
          
          STAY WITH MARCUS-- FOLIAGE APPEARS around the SPHERE. The
          BLUE ENERGY fades, leaving him naked, 20 FEET IN THE AIR--
          
          MARCUS PLUNGES to the ground and rolls.     He looks up--
          
          THE PLASTIC TREE has been melted with the heat like a candle,
          DRIPPING down around him.
          
          MARCUS tries to get his bearings-- he's in the park area, the
          FACILITY not too far off. He moves in that direction.
          
                                                                          96.
          
          
          EXT.   OFFICE PARK FACILITY - NIGHT
          
          THE GATE to the garage OPENS, an empty HUMAN TRANSPORT
          emerges... FIND MARCUS, concealed, still unclothed. He dives
          under the GATE as it rolls shut.
          
          
          INT.   UNDERGROUND GARAGE - NIGHT
          
          MARCUS moves stealthily through the space where the prisoners
          were off-loaded, keeping out of sight behind parked vehicles.
          He starts at the sight of--
          
          THE CONTROL ROBOTS, hooked to CHARGING POSTS along one wall.
          
          MARCUS makes his way to the GLASS DOORS.   Using all his
          strength, he manages to PRY THEM OPEN.
          
          
          INT.   LABORATORY - NIGHT
          
          The ENGINEER as we saw him before, consulting the MONITORS
          above the CHAMBERS.
          
                               ENGINEER
                     32581 looks good... 32582... hm,
                     borderline. May not be emotionally
                     compatible. Pass.
          
          The engineer picks up STAR'S BASEBALL CAP and flings it into
          the TRASH...
          
          Just then he hears SHATTERING GLASS behind him.   He spins--
          
          MARCUS trains a ripped-off ROBOTIC LASER ARM at him like a
          weapon. The arm trails heavy CABLES and CIRCUITS, linking it
          to the operating theater we saw earlier. (These also
          artfully conceal Marcus' nakedness.)
          
                               MARCUS
                     Let them go.
          
                                ENGINEER
                     What?   Who are you?
          
          MARCUS takes a step closer.
          
                               MARCUS
                     I said, let them go!
                                                             (CONTINUED)
          
                                                                          97.
          CONTINUED:
          
          THE ENGINEER moves to a RED ALARM BUTTON on a COMMUNICATION
          PANEL mounted in the wall, extending a hand--
          
          MARCUS connects two wires to FIRE UP the LASER and--
          
          A RED BEAM neatly SEVERS the ENGINEER'S HAND at his WRIST.
          
          THE ENGINEER studies the metal STUMP of his severed hand with
          a blank expression.
          
                                 ENGINEER
                       You can't hurt me.
          
          The ENGINEER smirks and WHACKS the ALARM BUTTON with his
          other hand. An ELECTRONIC KLAXON sounds.
          
                                 MARCUS
                       Now you're pissing me off.
          
          MARCUS FIRES OFF THE LASER again--
          
          --THE ENGINEER stares at him-- we see a flaming STRIP in the
          wall behind his head. He takes a step toward Marcus and--
          
          --his HEAD TUMBLES OFF, bounces on the ground, and rolls to
          MARCUS' FEET. (There's no blood, just laser-severed
          electronic connections).
          
          MARCUS picks up the ENGINEER'S HEAD by the hair.   The man's
          brain is unharmed.
          
                                 MARCUS (cont'd)
                       How'd that feel?
          
          THE MAN'S MOUTH twists and grimaces, making ELECTRONIC STATIC
          from the FRIED VOICEBOX. MARCUS is taken by surprise when--
          
          --THE DECAPITATED BODY lunges at him, knocks the LASER from
          his grasp. After a brief STRUGGLE, MARCUS spins the
          engineer's HEAD to face his body. He grabs the INTERFACE at
          the base of his neck.
          
                                 MARCUS (cont'd)
                       I pull this off and you'll be in a
                       world of pain!
          
          THE ENGINEER'S FACE suddenly shows fear-- his body FREEZES.
          
          
                                                             (CONTINUED)
          
                                                                           98.
          CONTINUED: (2)
          
                              MARCUS (cont'd)
                    Last chance. Let them out.
          
          AT A CONTROL TERMINAL, the one-handed, headless BODY taps
          keys and controls. MARCUS holds the Engineer's HEAD so that
          he can see over his own shoulder. Moments later--
          
          --the MACHINE HUM winds down. THE MONITORS flash the word
          "ABORT," the PANELS begin to OPEN.
          
          MARCUS addresses the HEAD in his hand.
          
                              MARCUS (cont'd)
                    I'm gonna need your clothes.
          
          THE HEADLESS BODY begins to unbutton its shirt.
          
          MOMENTS LATER - CLOSE as KYLE'S TRAY slides out of his
          CHAMBER. The RESTRAINTS retract automatically. He sits up,
          looking toward--
          
          --STAR, on the next tray.   She hasn't moved, her eyes closed.
          
                              KYLE
                    No!
          
          He climbs off his tray, takes her in his arms.    She starts
          awake.
          
                              STAR
                    What?
          
          Around them, the dozen OTHER PRISONERS are getting to their
          feet, surprised at their sudden freedom.
          
          MARCUS approaches KYLE, buttoning his new shirt.
          
                              KYLE
                    Marcus!
          
          The two kids hurry to him, Marcus hands Star her BASEBALL
          CAP, rescued from the trash. As she puts it on:
          
                              STAR
                    I knew you'd come.
          
          THE PRISONERS are already on the move, frantically dashing
          out of the lab ahead of our heros.
          
                                                              (CONTINUED)
          
                                                                          99.
          CONTINUED: (3)
          
                               MARCUS
                     We've gotta get out of here.
          
          He leads the kids out the way he came, passing...
          
          THE ENGINEER, in underwear, sitting in a corner, cradling his
          head in his lap. His remaining hand strokes his interface,
          his eyes closed in a blissful expression.
          
          
          INT.   UNDERGROUND GARAGE - NIGHT
          
          THE PRISONERS smash the GLASS DOORS off their hinges, and
          charge past--
          
          THE CONTROL ROBOTS, which are now coming to life. ELECTRIC
          BURSTS drop a couple of slow-moving ESCAPEES as they dash
          into the garage and make for--
          
          --ANY AVAILABLE VEHICLE. Former PRISONERS hijack BUSES,
          HYDROGEN CARS. Pure chaos, it feels like a prison riot.
          
          MARCUS, STAR and KYLE weave amidst the robots and humans.
          
                                  MARCUS
                     Stay down!
          
          KYLE and STAR take cover behind a concrete post just as--
          
          --PLASMA BURSTS explode around them.
          
          SKELETAL TERMINATORS armed with PLASMA RIFLES are pouring in
          through the OPENING GARAGE GATE.
          
          A STOLEN BUS heads for the exit, KNOCKING a couple of
          TERMINATORS aside and SMASHING through the rising GATE,
          clearing a path for others to follow.
          
          A SKELETAL TERMINATOR sets its sights on a MOVING HYDROGEN
          CAR, which follows the bus--
          
          TERMINATOR POV - RED FILTER, HIGHLIGHTING BULL, the DRIVER.
          "TARGET ACQUIRED - TERMINATE."
          
          THE TERMINATOR SHOOTS HIS RIFLE through the car's windshield--
          it EXPLODES, close to KYLE and STAR, the building SHAKES.
          
          
          
                                                              (CONTINUED)
          
                                                                         100.
          CONTINUED:
          
          KYLE and STAR flee the flames, THE TERMINATOR'S HEAD swivels
          quickly, taking them in. It starts to pursue, but MARCUS
          gets in front of it. Before it can fire--
          
                                 MARCUS (cont'd)
                       It's OK, I'm not human!
          
          The Terminator pauses, looks him over.
          
          TERMINATOR POV - MARCUS is quickly scanned, comes up "NON-
          ORGANIC - DO NOT TERMINATE."
          
          THE   TERMINATOR starts to move past Marcus, who LEAPS on it
          and   WRENCHES THE RIFLE from its grasp. As the robot spins on
          him   he BLOWS ITS HEAD OFF, then looks around frantically for
          the   kids. A moment later--
          
          --KYLE ROARS up at the controls of a futuristic ATV, STAR
          clinging to him.
          
                                 MARCUS (cont'd)
                       You can't drive!
          
                                   KYLE
                       Watch me!
          
          No time to argue, MARCUS leaps into the back beside STAR and
          KYLE GUNS IT out of there, careening off walls and other
          vehicles, he's still not much of a driver. MARCUS meanwhile
          PICKS OFF potential threats with the PLASMA RIFLE.
          
          
          EXT.   OFFICE PARK FACILITY - NIGHT
          
          KYLE has to swerve to avoid the stolen BUS, which is now on
          its side, IN FLAMES. It was taken out by--
          
          --an automated SKYNET TANK, one of THREE TANKS here. They're
          positioned to take out escaping vehicles. But the ATV is a
          small, maneuverable target, swerving and speeding crazily. A
          TANK FIRES and MISSES, the BLAST taking out a chunk of wall.
          
          KYLE WHOOPS, heading across the campus--
          
          --ONE TANK pursues, it moves surprisingly fast, capable of
          flattening anything in its path. MARCUS FIRES at it, but the
          PLASMA RIFLE BLASTS don't have much effect on the ARMOR.
          
          THE TANK FIRES again, but--
                                                             (CONTINUED)
          
                                                                         101.
          CONTINUED:
          
          --KYLE ROARS around a corner, just in time.   However, in so
          doing, he nearly runs over--
          
          --MARCUS, from earlier, on his way to the time sphere,
          visible in the HEADLIGHTS for only an instant before he LEAPS
          OUT OF THE WAY.
          
          KYLE, focused on the pursuing tank, didn't even see this.
          But STAR did. She looks wide-eyed at MARCUS beside her.
          
                                 STAR
                       That looked like--
          
                                  MARCUS
                       I know.   Long story.
          
          PLAY THE CHASE, as the TANK pursues the ATV through the
          facility.
          
          KYLE takes his vehicle through a large FOUNTAIN, which the
          TANK SMASHES to bits.
          
          KYLE OVERSTEERS, putting them up on two wheels, then
          recovers, narrowly avoiding--
          
          --PLASMA BLASTS, which obliterate the FACADE of a building.
          
          SKELETAL TERMINATORS appear in their HEADLIGHTS, weapons
          raised.
          
          MARCUS stands and FIRES over KYLE'S HEAD, BLOWING them out of
          the way.
          
          NEAR THE PARK, MARCUS points.
          
                                 MARCUS (cont'd)
                       Take that path!
          
          
          EXT.   PARK/WOODS - NIGHT
          
          THE TANK is gaining on them, KYLE steers around a GAZEBO, the
          tank SMASHES right through it, turning it to splinters.
          
                                    MARCUS
                       The trees!
          
          
          
                                                             (CONTINUED)
          
                                                                         102.
          CONTINUED:
          
          Kyle steers toward THE WOODS, dodging between the thick
          TREES. Too many obstacles for the TANK here, it SCREECHES TO
          A HALT and lets off a JET OF FLAME.
          
          THE TREES behind the ATV all IGNITE, turning to acrid pools
          of MELTING PLASTIC. KYLE barely stays ahead of the FIRE.
          
          THE TANK backs up and takes a new route, around the woods.
          
          IN THE WOODS, KYLE strikes a GLANCING BLOW against a tree
          trunk, and the ATV TOPPLES on its side, spilling its
          passengers. After a beat, they rise, shaken.
          
                                 MARCUS (cont'd)
                       You two all right?
          
                                 STAR
                           (NODDING)
                       Why don't you drive?
          
                                 KYLE
                       Come on I was doing good!
          
          MARCUS rights the vehicle, taking the wheel, the kids climb
          in back.
          
          
          EXT.   RESIDENTIAL STREET - NIGHT
          
          THE ATV comes rocketing down the main street, MARCUS driving
          now. Suddenly, directly in front of them--
          
          --THE TANK APPEARS, moving swiftly around a corner, GUN
          TURRET SWIVELING at them.
          
          AS IT FIRES, MARCUS SWERVES onto a LAWN and--
          
          --CRASHES THROUGH a PICTURE WINDOW.
          
          
          INT.   LUXURY HOME - NIGHT
          
          A handsome HYBRID COUPLE, in pajamas in front of a BIG SCREEN
          TV. They turn and react as the ATV skitters through the room
          and down a hallway. The ATV is followed a moment later by--
          
          --THE TANK, which TAKES OUT THE ENTIRE WALL, BARRELLING
          through the living room and BURYING the HYBRIDS in RUBBLE.
          
                                                            (CONTINUED)
          
                                                                        103.
          CONTINUED:
          
          MARCUS takes the ATV UP A FLIGHT OF STAIRS.
          
          THE TANK keeps SMASHING through the house, as its TURRET
          SWIVELS upward and BLASTS AWAY.
          
          UPSTAIRS - THE PLASMA BLAST COMES THROUGH the FLOOR, just
          missing the ATV as it rockets through a MASTER BEDROOM,
          toward a BALCONY.
          
          DOWNSTAIRS - THE TANK tears through an upscale RECREATION
          ROOM, splintering a POOL TABLE, smashing through PINBALL
          MACHINES.
          
          UPSTAIRS - MARCUS takes the ATV straight out onto the
          BALCONY, THROUGH THE RAILING and INTO THE AIR.
          
          DOWNSTAIRS - THE TANK BLASTS THROUGH a KITCHEN and BATHROOM
          on its way out the other side of the house.
          
          
          EXT.   LUXURY HOME/BACK YARD - NIGHT
          
          THE ATV JUST CLEARS an enormous SWIMMING POOL, landing hard
          on the far deck and moving on, fast.
          
          THE TANK SMASHES THROUGH THE BACK WALL and--
          
          --TAKES A NOSEDIVE into the pool, out of commission.
          
          
          INT.   LUXURY HOME - NIGHT
          
          THE RUBBLE in the living room shifts and the HYBRID COUPLE
          extract themselves, taking in their destroyed home with
          placid expressions.
          
          
          EXT.   RESIDENTIAL SIDESTREET - NIGHT
          
          A moment's breather. Marcus slows the vehicle, which WOBBLES
          and SMOKES from all it's been through. He looks around.
          
                                 KYLE
                       Where are we going?
          
                                 MARCUS
                       There.
          
          
                                                            (CONTINUED)
          
                                                                         104.
          CONTINUED:
          
          He points toward the COAST, we see a MARINA in the distance,
          a BOAT moored at a DOCK.
          
          MARCUS steers the ATV down a slope toward the shoreline.
          
          
          EXT.   COASTLINE/DOCK - NIGHT/DAWN
          
          MARCUS, KYLE and STAR leap off the ATV and sprint for a
          MOTORBOAT. Kyle carries the rifle now.
          
          As they near the boat, MARCUS reacts to the sight of--
          
          --RED EYES FLICKERING in the darkness at the END OF THE DOCK,
          the BLUE GLOW of a RIFLE CHARGING.
          
          MARCUS leaps in front of KYLE and STAR shielding them with
          his BODY. The PLASMA BLAST envelops him, MARCUS is blown--
          
          --INTO THE WATER. KYLE and STAR are flattened by the force
          of the blast, lie motionless on the dock. Their PLASMA RIFLE
          lies a few feet away.
          
          THE SKELETAL TERMINATOR who shot Marcus moves swiftly down
          the dock, its PLASMA RIFLE trained on the water now. It
          moves past Kyle and Star, who remain motionless on the
          ground, and goes to the edge of the dock--
          
          --BLAM! STAR snatches up their own PLASMA WEAPON, and BLASTS
          the thing in the back, knocking it INTO THE WATER, which is
          only a few feet deep here. As it rises, SHE FIRES again,
          taking the Terminator's head off. It goes under.
          
          THE SKY is beginning to LIGHTEN now as, a moment later,
          MARCUS EMERGES. As he climbs from the shallow water back
          onto the dock, Kyle and Star stare at him with astonishment.
          
          Seeing their expressions, he checks himself for damage--
          there's METAL exposed at his shoulder, arm and hand, his FACE
          partially TORN AWAY, ONE EYE MISSING. He tries to speak, but
          can only manage an ELECTRONIC CROAK.
          
          Kyle and Star back away from him.
          
                                 KYLE
                       He's not real.
          
          Marcus shakes his head, starts to move toward them.   STAR
          raises the rifle, points it at him.
                                                            (CONTINUED)
          
                                                                        105.
          CONTINUED:
          
                                 STAR
                       Don't come any closer!
          
          They hear a WHISTLING SOUND from shore, hit the deck as--
          
          --a MISSILE BLAST TAKES OUT THE BOAT and a large chunk of
          DOCK.
          
          Laying low, they look up to see--
          
          --a small army of TANKS and TERMINATORS approaching... even a
          HUNTER-KILLER moving in from the horizon, swinging its
          SPOTLIGHT in all directions. It looks like the last stand.
          
          MARCUS turns back to KYLE and STAR.   His voice is a distorted
          WHISPER.
          
                                    MARCUS
                       I'm sorry.
          
          Star puts the rifle aside, with an apologetic expression.
          She moves to Marcus, gingerly touches his exposed metal--
          then hugs him tightly.
          
          Kyle, more stoical, looks out to sea.   His expression
          changes, becomes almost hopeful as--
          
          --IN THE DISTANCE, a HUGE, BLACK SHAPE rises to the surface
          of the water, just visible against the dawn horizon.
          
          FIREWORKS! MISSILES blast the H-K... NAPALM erupts around
          the TANKS and TERMINATOR ARMY as--
          
          --A SQUAD OF A-10s SCREAM IN from over the land, FIRING
          CANNONS, launching AIR-TO GROUND MISSILES to take out the
          TANKS. ONE A-10 flies low overhead and WAGS ITS WINGS.
          
          
          INT.   A-10 COCKPIT - DAWN
          
          BLAIR at the controls, helmeted with her face exposed, lets
          out a VICTORY WHOOP as she looks out her canopy at the
          huddled humans below.
          
          
          EXT.   COASTLINE - DAY
          
          KYLE points to the dark shape on the water-- now visible as a
          huge SUBMARINE with the RISING SUN behind it.
                                                             (CONTINUED)
          
                                                                            106.
          CONTINUED:
          
          HIGH ANGLE as ZODIAC BOATS reach land. HAZ-MAT SUITED
          SOLDIERS leap out and run to our heroes at what remains of
          the dock, others head inland to provide covering FIRE.
          
          MARCUS addresses a TEAM LEADER, who's taken aback at his
          frightening appearance and distorted voice:
          
                                 MARCUS
                       There are more prisoners, a complex
                       about a mile in--
          
          As MARCUS gives the man a few more directions--
          
          --ONE HAZ-MAT FIGURE, standing a few feet off, studies Kyle
          and approaches.
          
                                 HAZ-MAT MAN
                       What's your name, son?
          
                                 KYLE
                       Kyle Reese.
          
          The figure pulls off a glove and unzips his mask, extends a
          hand. It's JOHN CONNOR.
          
                                 CONNOR
                       John Connor. I'm glad you made it.
          
          KYLE is amazed to be meeting the man face-to-face. He shakes
          hands, wide-eyed and speechless. It's a strange moment for
          Connor, too, for different reasons.
          
          CONNOR turns away from his first meeting with his father to
          be, a bit dizzy at the experience. He addresses Marcus.
          
                                 CONNOR (cont'd)
                       Seems I owe you an apology.
          
          MARCUS smiles as best he can, given his ruined face.
          
                                 MARCUS
                       Yeah, well. Get in line.
          
          WIDER, as CONNOR replaces his mask, moves to direct his
          troops. MARCUS, KYLE and STAR stay close together.
          
                                                             DISSOLVE TO:
          
                                                                        107.
          
          
          INT.   SUBMARINE/HATCH AREA - DAY
          
          Near the ENGINE ROOM, a couple dozen RESCUED PRISONERS are
          being treated by unarmed MEDICAL PERSONNEL, others huddle
          under blankets with food and drink. KATE is among those
          helping the former prisoners.
          
          KYLE and STAR eat ravenously, he finishes one MRE and grabs
          up another. A few feet away, MARCUS leans against a wall,
          plasma RIFLE at his side. A DOCTOR examines him warily,
          prodding his injured face.
          
                               DOCTOR
                     Does this hurt?
          
                               MARCUS
                     I don't feel a thing.    Help
                     somebody else.
          
          The doctor moves on as a couple of HAZ-MAT SUITED FIGURES
          come down the ladder from the hatch, FACE-MASKS removed.
          Among them is CONNOR. KATE moves to his side as more dazed
          HUMANS come down. She speaks quietly, eying KYLE nearby.
          
                               KATE
                     Your dad-- he seems like a nice kid.
          
          Connor can't deal with that at the moment, speaks loudly.
          
                               CONNOR
                     The last boatload is right behind
                     me. Skynet's pouring in
                     reinforcements, we can't hold this
                     place. And the people in the
                     houses, they won't leave--
          
                               MARCUS
                     They're not people anymore...
          
          He trails off, reacting to the sight of--
          
          A FAMILIAR FIGURE descending the ladder, in a long coat, head
          down. She looks up to make eye contact... SERENA.
          
                               MARCUS (cont'd)
                     No!
          
          SLO-MO:   seeing Marcus, Serena reaches into her coat--
          
                                                             (CONTINUED)
          
                                                                         108.
          CONTINUED:
          
          MARCUS moves at the same time, to grab his PLASMA RIFLE--
          
          SERENA leaps off the ladder, aiming a small, powerful PLASMA
          WEAPON.
          
          SERENA fires first--
          
          BLAM! THE PLASMA BLAST catches MARCUS in the shoulder and
          BLOWS his GUN ARM clean off. His PLASMA RIFLE discharges,
          BLOWING a HOLE in the side of the sub, near the floor-- WATER
          gushes in like a FIREHOSE.
          
          LEAVE SLO-MO. Spun around by the force of the blast, MARCUS
          lands on his back, SPARKS and SEVERED CABLES protruding from
          his damaged shoulder. An ALARM KLAXON SOUNDS.
          
          PRISONERS and DOCTORS SCREAM and scramble for cover--
          
          CONNOR steps in front of KATE to shield her, they back away
          through the WATER BLAST, CONNOR FIRING at SERENA--
          
          SERENA takes numerous HITS from the EXPLOSIVE BULLETS, which
          take off PIECES of her, but she keeps coming, FIRES again--
          
          --HITTING CONNOR in the lower abdomen. He's thrown backward,
          KATE cries out and throws herself on top of him. His gun has
          gone flying.
          
          SERENA turns her attention to MARCUS, standing over him,
          plasma weapon aimed point-blank at his head.
          
                                 SERENA
                       Why, Marcus? You were immortal...
          
          MARCUS manages a smile as he shakes his head.
          
                                 MARCUS
                       No one lives forever.
          
          BLAM! MULTIPLE PLASMA BLASTS from behind RIDDLE SERENA'S
          TORSO, the BLUE PULSES burning right through her-- her HEAD
          takes a hit, the STEEL is RUPTURED.
          
          THE PLASMA WEAPON flies out of her arms, she COLLAPSES.
          
          TIGHT ON HER FACE, as she turns to see who got her--
          
          There's no one there.    But ON THE FLOOR lies--
          
                                                             (CONTINUED)
          
                                                                           109.
          CONTINUED: (2)
          
          --MARCUS' SEVERED ARM, still holding his PLASMA RIFLE.     The
          hand RELEASES the weapon.
          
          SERENA'S HEAD tilts, her eyes go blank-- she's dead.
          
          MEDICAL PERSONNEL are doing what they can to help CONNOR,
          blood at his lips, KATE and KYLE at his side.
          
                               CONNOR
                     This... this can't happen...
          
                                                           DISSOLVE TO:
          
          
          UNDERWATER - DAY
          
          THE SUBMARINE "LOS ANGELES" moves TOWARD CAMERA as it slowly
          SINKS deeper beneath the water's surface. We see a makeshift
          STEEL PATCH welded near the hatch.
          
                                                           DISSOLVE TO:
          
          
          INT.   SUBMARINE/CORRIDOR - DAY
          
          MARCUS waits outside the entrance to the SICKBAY. He's
          cleaned up a bit, wears fresh clothes (one sleeve pinned up).
          He seems weary, wrung out, his systems damaged. He'll move
          stiffly through the following scene, like a stroke victim.
          
          STAR sits beside him, a hand on his arm.   BLAIR approaches
          from down the corridor.
          
                               BLAIR
                     Marcus... I need to head back to my
                     unit.
          
          MARCUS nods, keeps his head bowed.
          
                               BLAIR (cont'd)
                     What about you?
          
          His voice is still WEAK.
          
                               MARCUS
                     I have no idea. I should be dead...
          
                               STAR
                     But you're alive.
                                                               (CONTINUED)
          
                                                                          110.
          CONTINUED:
          
                                 MARCUS
                           (a half-smile)
                       So to speak.
          
                                 BLAIR
                       We've been ordered not to talk
                       about it-- the hybrids, everything
                       about that place is top secret...
          
                                 MARCUS
                       Yeah, simpler to keep it man versus
                       machine.
          
          Star gingerly reaches up to touch the torn plastic at the
          back of Marcus' head, where the interface was.
          
                                  STAR
                           (BEAT)
                       What did it feel like?   To be...
                       one of them?
          
                                 MARCUS
                           (thoughtful beat)
                       Better than anything. Everything made
                       sense. For the first time in my life,
                       I felt... right. It was heaven.
          
                                 BLAIR
                       How could you give that up?
          
          He turns to her, exposing his mangled face, one eye gone.
          
                                 MARCUS
                       I never really believed in heaven.
          
          BLAIR takes this in, fishes in a pocket.
          
                                  BLAIR
                       Here.   You need these more than I do.
          
          She holds out a PAIR OF SUNGLASSES.     MARCUS, a bit amused,
          slips them on.
          
          THE DOOR opens nearby and an ashen-faced KATE emerges.
          
                                 KATE
                       He wants to see you.
          
          BLAIR gives MARCUS a farewell hug.
          
                                                                         111.
          
          
          INT.   SUBMARINE SICKBAY - DAY
          
          CONNOR has a PRIVATE MEDICAL AREA set aside. He's not
          looking good-- pale, weak, only semi-conscious. I.V.s and
          MONITORS, other LIFE-SUPPORT EQUIPMENT. KYLE is with Connor,
          staring at a small POLAROID PHOTO in his hand. CONNOR can
          barely speak above a whisper.
          
                                CONNOR
                     Her name was Sarah... she was...
                     amazing...
          
                               KYLE
                     I don't remember my mother.
          
          KYLE starts to hand the photo back, CONNOR waves it away.
          
                                CONNOR
                     Keep it.
          
          KYLE is a bit puzzled, but obediently keeps the snapshot.
          KATE enters with MARCUS, touches the boy's shoulder.
          
                               KATE
                     Kyle, could you give us a minute?
          
          KYLE reluctantly leaves, still looking at the photo, with a
          nod to MARCUS on the way out. He joins STAR in the doorway,
          they go off together.
          
          KATE, CONNOR and MARCUS are alone now. Throughout scene,
          Kate fights to maintain a steely control-- but she's clearly
          not far from tears.
          
                               KATE (cont'd)
                     Marcus... you're going to need to
                     be rebuilt. Your face, your body,
                     your voice...
                         (off his shrug)
                     We have people who can do it.
          
          She pulls some MEDICAL DIAGRAMS out of a drawer, lays them
          before Marcus. He examines--
          
          --a SCANNED IMAGE of his FACE, various elements HIGHLIGHTED.
          
                               KATE (cont'd)
                     But you won't be the same...
          
                                                            (CONTINUED)
          
                                                                         112.
          CONTINUED:
          
          MARCUS moves to the NEXT IMAGE-- it shows his features
          TRANSFORMED into another's-- something closer to JOHN
          CONNOR'S FACE, with a JAGGED SCAR over part of his features.
          
                                 KATE (cont'd)
                       The scar will help hide the change.
          
          Marcus lowers the papers, absorbing this.
          
                                  MARCUS
                       You're asking me to become...
                            (gesturing at Connor)
                       Him?
          
          Connor can barely speak above a whisper:
          
                                   CONNOR
                       You must.
          
                                 KATE
                           (QUIETLY)
                       We can't keep him alive much longer.
                           (shakes her head, swallows)
                       Very few people know what John
                       actually looks like. Only the
                       technicians and our closest advisors
                       need ever know the truth.
          
                                   MARCUS
                       Why me?
          
                                 KATE
                       Who else? Only you know the enemy
                       from the inside. You liberated a
                       Skynet camp... you're a hero.
          
          Connor gestures for Marcus to move closer, he speaks with
          great effort:
          
                                 CONNOR
                       I never knew how I was supposed to
                       win this war. But I finally
                       understand: the idea of John Connor
                       is more important than the person.
                           (sinks back, spent)
                       I can die. He cannot.
          
          Kate leans toward Marcus, who's lost in thought.
          
                                                              (CONTINUED)
          
                                                                         113.
          CONTINUED: (2)
          
                                KATE
                     Please.   We need you.
          
          MARCUS bows his head for a long beat, as if seeking an answer
          from within. Then he looks up again with resolve.
          
          He lifts his hand-- the SKIN TATTERED, METAL exposed at
          finger joints-- and moves to take CONNOR'S TREMBLING HAND.
          
                                                             CUT TO:
          
          
          EXT.   MOUNTAIN WAR - NIGHT
          
          SLOW-MOTION, MOS - a SNOWY, MOUNTAINOUS ENVIRONMENT...
          
          STEEL TERMINATORS go down in HAILS OF BULLETS.   We hear
          Marcus' VO, his voice strong and assured:
          
                               MARCUS (V.O.)
                     Yea, though I walk through the
                     valley of the shadow of death...
          
          AN ARMY of HUMAN RESISTANCE FIGHTERS marches through the
          SNOW, GUNS BLAZING.
          
                               MARCUS (V.O.) (cont'd)
                     ...I shall fear no evil...
          
          AN H-K goes down IN FLAMES, SMASHES in the MOUNTAINSIDE.
          
          THE GOLDEN EXPLOSION silhouettes a single FIGURE, who stands
          on a PROMONTORY, surveying the battle below. AIDES and
          SOLDIERS surround him, but he towers over them, giving
          orders, in complete control. MOVE IN SLOWLY on him.
          
                               MARCUS (V.O.) (cont'd)
                     I died, and was reborn. I wear
                     another man's face, lead another
                     man's life... yet only now do I
                     have a reason for living. I once
                     was lost, but now I'm found...
          
          ANOTHER BLAST illuminates his face for an instant-- scarred,
          craggy, a blend of Marcus and Connor-- but fierce, determined
          and proud. [Perhaps shoot this with both actors.]
          
                               MARCUS (V.O.) (cont'd)
                     ...was blind, but now I see.
                                                             (CONTINUED)
          
                                                                       114.
          CONTINUED:
          
          THE LIGHT FADES, shadowing him in darkness again and we...
          
                                                                   THE END
          
          
 

Terminator Salvation



Writers :   John Brancato  Michael Ferris
Genres :   Action  Adventure  Sci-Fi  Thriller


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