EXT.  CITY STREET - DAY

Downtown L.A.  Noon on a hot summer day.  On an EXTREME
LONG LENS the lunchtime crowd stacks up into a wall of
humanity.  In SLOW MOTION they move in herds among the
glittering rows of cars jammed bumper to bumper.  Heat
ripples distort the torrent of faces.  The image is
surreal dreamy... and like a dream it begins very slowly
to...

                                            DISSOLVE TO:

EXT.  CITY RUINS - DAY

Same spot as the last shot, but now it is a frozen
landscape in Hell.  The cars are stopped in rusted rows,
still bumper to bumper.  The skyline of buildings beyond
has been shattered by some unimaginable force like a row
of kicked-down sandcastles.  The sky glows, dark as iron.

A freezing wind blows through the desolation, keening with
the sound of ten million dead souls.  It scurries the snow
into drifts, stark white against the charred rubble.  Fire
and ice.  The image is without color... lifeless as the
moon.  A TITLE CARD FADES IN:

          LOS ANGELES, AUGUST 11, 2029

ANGLE ON a heap of fire-blackened bones.  Skulls identify
them as human.  WE BEGIN TO TRACK, revealing beyond the
mound a vast tundra of bones and shattered concrete.
Skulls like eyeless sentinels.  The rush hour crowds
burned down in their tracks.
We hear a MAN"S VOICE, gentle, though rich in authority,
and tempered by the pain of watching a world die.

                          MAN (V.O.)
          It all came down on a Tuesday in
          September of '99.  Pretty normal
          day, except for the end of the world
          part.  Somehow, I don't remember
          how, we started calling it Judgment
          Day.  I was in Argentina that
          particular Tuesday.  A good place to
          be, considering everything alive
          north of the equator stopped being
          alive...

WE DISSOLVE TO a playground... where intense heat has
half-melted the jungle gym, the blast has warped the swing
set, the merry-go-round has sagged in the firestorm.
Small skulls look accusingly from the snow-drifts.  WE
HEAR the distant echo of children's voices... playing and
laughing in the sun.  A silly, sing-songy rhyme as WE
TRACK SLOWLY over seared asphalt where the faint
hieroglyphs of hopscotch lines are still visible.

                          MAN (V.O.)
          Afterward it got cold.  Real cold.
          Nuclear winter they called it.  The
          few that survived, starved...

CAMERA comes to a rest on a burnt and rusted tricycle...
next to the tiny skull of its owner.  A metal foot crushes
the skull like china.

                          MAN (V.O.)
          The few that survived that saw the
          Machines rise up... machines of many
          types but with one purpose... to
          hunt us down and kill us all like a
          bunch of cockroaches...

TILT UP, revealing a humanoid machine holding a massive
battle rifle.  It looks like a hydraulically-actuated
CHROME SKELETON.  A high-tech death figure.  It is a
combat chassis, the underlying component, or endoskeleton,
of a Series 800 Terminator.  An antipersonnel weapon
controlled by Skynet, a computer which is threatening the
human survivors of the war with final extinction.

The endoskeleton's glowing red eyes compassionlessly sweep
the dead terrain, hunting.  Then suddenly snap toward
CAMERA.

ENDOSKELETON POV (DIGITIZED) as it racks a RUNNING FIGURE
across the desolate landscape.  Through these eyes we see
the world as a computer-generated image.  Symbols and
graphics rapidly appear on the center display as the
machine acquires its target.

THE FIGURE, a young boy in rags, is centerpunched by the
deadly round.  He sprawls to a smoking heap on the
blackened sludge.

ANOTHER FIGURE, a guerrilla soldier hefting a battered RPG
rocket launcher.

THE ENDOSKELETON turns, too late.  The rocket vaporizes
the top half of it.  Its bottom half takes a few uncertain
steps, then topples to the earth.

                          MAN (V.O.)
          Our stubbornness makes no sense to
          their machine minds.  We fight when
          logic tells us we are beaten.  But
          we have a saying... it's not over
          'till its over.  It keeps us going.
          The war against the Machines is in
          its thirty-first year...

The figure quickly takes cover at the approaching SOUND of
ROARING TURBINES.  A shadow blackens the sky as a
formation of flying HK (Hunter-Killer) patrol machines
passes overhead.
PAN WITH THEM toward the jagged horizon, beyond which we
see flashes, and hear the distant thunder of a pitched
battle in progress.

                                            CUT TO:

EXT.  BATTLEFIELD - DAY

THE BATTLE.  Human troops in desperate combat with the
Machines for possession of the dead Earth.  The humans are
a ragtag guerrilla army, made up mostly of troops from
Southern Hemisphere countries... Africans, South
Americans, Australians.  The survivors of the nuclear war
between the Northern Hemisphere super-powers.  This is the
reality of the post-Apocalyptic world.  North of the
equator we all die.

We hear radio chatter in Spanish, interspersed with
Swahili and other African languages.  The occasional
Aussie unit can be heard.
The humans use RPG launchers, plasma-pulse battle rifles,
and home-built armored personnel carriers.

Skynet's weapons consist of the massive ground HKs (tank-
like robot weapon-platforms) flying HKs, medium weight
four-legged gun-pods called Centurions, the humanoid
Terminators in various forms (600, 700, and 800 series),
and small, fast-crawling kamikaze units called Silverfish
that look like 5' long chrome centipedes.  The Silverfish
snake into gun emplacements and explode.

SEQUENCE OF RAPID CUTS

Explosions!
Beam-weapons firing like searing strobe-lights.
Energy bolts crisscrossing frame.
Hand-launched Stinger missiles blowing an aerial HK out of
the sky.
A Sapper team tries to disable a ground HK.  They get
riddled by its rapidly tracking gun turret.

A TEAM OF GUERRILLAS is being overrun by terminator
endoskeletons in the ruins of a building.  One by one, the
soldiers fall in desperate hand-to-hand combat.  One of
the terminators looms over a wounded soldier, its battle
rifle's barrel swinging down toward the guerrilla's head.
The man stares defiantly into his death.  Then...
Suddenly, amazingly, the terminator stops, freezing in
place...

Aerial HKs tilt slowly, out of control, and crash to the
ground.  All the terminators stand frozen, unmoving, like
a bunch of toy soldiers.

The sudden silence takes the humans by surprise.  They
slowly emerge from their rat-warren emplacements and
approach the frozen machines.  We hear a voice speaking
over a radio headset.  It is filled with awed emotion.

                          HEADSET VOICE (O.S.)
          ... The Colorado Division confirms
          that Skynet has been destroyed...
          The war is over... I repeat, Skynet
          has been destroyed.

CAMERA TRACKS along the soldiers, bleeding, frostbitten,
wrapped in rags... Valley Forge with better weapons.
The wounded soldier in the ruins of the building
cautiously approaches the chrome skeleton before him.  He
pushes against its chest with one finger.  It topples with
a crash and lies still.
The soldier turns to his comrades with an idiot grin.
Tears are streaming down his face.  A mighty cheer goes up
from the men and woman of the Last Army.


INT.  TIME DISPLACEMENT COMPLEX - L.A. - LATER

A STAINLESS STEEL ELEVATOR SHAFT, going deep into the
bowels of the earth.  Tiny figures stand on an open
platform which descends rapidly, becoming a speck.

ON THE PLATFORM.  An imposing man, surrounded by a team of
guerrilla officers stands on the platform as it descends.
He is JOHN CONNOR.  Forty-five years old.  Chiseled.
Stern.  The left side of his face is heavily scarred.  An
impressive man, and clearly one forged in the furnace of a
lifetime of war.  The voice we heard continues now.

                          CONNOR (V.O.)
          My name is Connor.  It's my job to
          lead these people.  My mother, Sarah,
          gave me the job... and she's not
          exactly someone you say "no" to.  I
          wish to God I had.  I've sent
          thousands to their deaths.  But let
          me tell you about death in this
          world.  We piss on the bones of a
          billion people.  Death's not what it
          used to be.  If there is a God, his
          love and 45 cents will buy you
          coffee...

The platform reached its destination.  Connor and the
officers step off.  Begin moving down a long corridor.


INT.  CORRIDOR

This place was designed by machines for machines.  The
architecture is alien, without aesthetics, without even
such human basics as doorknobs and lights.  Connor leads
the team past more frozen terminator endoskeletons,
deactivated like the ones on the surface.

                          CONNOR (V.O.)
          All these machines were controlled
          by a kind of God, a low-rent self-
          appointed God called Skynet.  Skynet
          was a supercomputer built for
          strategic defense back in the
          Nineties.  Today we destroyed it in
          its fortress in the Colorado Rockies,
          and all its toys stopped...

As they continue on, they pass other teams of guerrilla
soldiers.

                          CONNOR (V.O.)
          This place is one of Skynet's toys.
          A machine built by machines.It is
          like nothing which has ever existed
          before... the first tactical time
          weapon.  Before today, no human had
          seen this place, but I've been here
          in my dreams many times.  All my
          life I've tried to imagine what it
          would look like.  Now I'm actually
          here...


INT.  TIME DISPLACEMENT CHAMBER

Vault-like doors open.  Connor strides through with
authority and purpose.  He is saluted smartly by everyone
he encounters, though he wears no insignia of rank.

There is a bustle of hurried activity here.  The chamber
is the size of a high-school gym and consist totally of
machine surfaces.  Nothing in the design makes any sense.
We can't tell what anything does.  It is a technology we
cannot imagine.

                          CONNOR (V.O.)
          Skynet, being almost infinitely
          smart, was also infinitely tricky.
          It knew it was losing, so it thought
          of a way to rig the game...

Technicians have pulled up floor panels and tapped
directly into cabling of the machine, using portable
terminals that they have wheeled in.  Many of the soldiers
in this war against machines are technical specialists...
you have to fight fire with fire.

                          CONNOR (V.O.)
          And now, though we've won the war,
          there is still one battle left to
          fight.  The most important one.  It
          will be fought in the past, almost
          four decades ago... before all this
          began... See, the only problem with
          time travel is... it ain't over even
          when it's over.

At the far end of the room, a young soldier stands
surrounded by a team of technicians.  KYLE REESE.  Sarah
Connor's defender, teacher, and lover in the first film.
A simple soldier who is about to walk point-blank into the
gaping maw of history.  At the moment, he is the center of
activity.  As he finishes stripping off his battle
uniform, the techs begin smearing his body with a
conductive so the time-field will follow his outline.

Reese looks around at all the activity.  Battle and the
prospect of death have never scared him.  But the
importance of what he is about to do terrifies him.

The techs move aside and suddenly John Connor is standing
beside him.  Connor... their grim messiah.  Their leader.
He fixes Reese with an intense gaze.  There is so much he
wants to say, but cannot bring himself to.  Finally Reese
speaks.

                          REESE
          Did you know I'd be the one who
          volunteered?

Connor nods.

                          CONNOR
          I've always known.  Sarah told me.

Reese nods.  Suddenly understanding everything.

                          REESE
          That's why you moved me to your
          unit?  Kept me so close.

Connor shrugs enigmatically.
One of the techs interrupts them

                          TECH
          We're ready, Sergeant.

THREE ENORMOUS CHROME RINGS, one inside the other, are
suspended in a circular hole in the center of the room's
floor.  John and Reese approach them.

Reese steps onto the first ring.  It bobs under his
weight.  We see that the rings are freely floating in a
magnetic field.  Reese steps to the inner ring and looks
into the hole.  A vast echoing darkness below.  He looks
back at John.  The messiah is waiting for him to step into
the bottomless pit.

                          CONNOR
          Sometimes you have to put your faith
          in the machine.

Reese takes a breath, then steps into open space and is
buoyed up by an unseen field of force.  He floats in the
middle of the rings.  The techs start the time
displacement sequence.

THE RINGS BEGIN TO MOVE, slowly rotating around each other
on different axis like some complex gyroscope.

THE FLOOR BEGINS TO SPLIT OPEN, like wedges in a pie which
begin to pull back from the center.  The rings are
spinning faster now, suspended in space in the middle of
the receding floor wedges.  The rings begin to descend.

JOHN AND REESE LOCK EYES as they move apart.  Reese is
dropping into an unbelievably vast circular space... the
time-field generator.  John watches him go, until Reese is
a tiny figure.  The rings are spinning so rapidly now they
almost disappear, becoming a sphere of whirling steel.
Technicians pull John back from the edge.

LIGHTNING BEGINS TO ARC across the vast room below.  A
huge charge of energy is building up.  Everyone takes
cover behind blast walls they have set up.  They put on
goggles like they used to do at A-bomb tests.  This is
going to be big.

The chamber below has become a Hell of energy with Reese
at its center.  The drone and crackle of the machines
builds to thunder, there is a BLINDING FLASH OF LIGHT!

When the glare fades the floating rings are empty.  They
slow to a stop, seared and smoking.  Reese is gone.

FUENTES, one of the officers, turns to Connor.

                          FUENTES
          Now what happens to Reese?  I mean,
          what did happen?

Connor's gaze seems far away from this time and place.

                          CONNOR
          He accomplishes his mission and in
          doing so, he dies.

                          FUENTES
          He is a good soldier.

Connor solemnly nods.
                          CONNOR
          Yes... He's also my father.

                          FUENTES
          Mother of God!

Fuentes stares at Connor in amazement.  He has just been
given a glimpse into his leader's private Hell.  Connor
turns from the smoking chamber.  He seems suddenly ten
years old as his features drain of strength, shoulders
sagging.

Fuentes shouts an order to a waiting Sapper team.

                          FUENTES
          Sapper team.  Set your charges.
          Let's blow this place back to Hell.

Connor shakes his head no.  Mustering his strength.

                          CONNOR
          Not yet.  There's one more thing we
          have to do.

TIGHT ON MASSIVE DOORS OF STEEL, covered with a thin sheet
of ice.  Locking bolts slam back.  Ice shatters like glass
as the doors begin to open.  We are in--


INT.  COLD STORAGE FACILITY

Connor walks into the darkness, followed by a few
technicians.  They are in a vault-like cold-storage room.
Hanging in steel racks from ceiling tracks are hundreds of
what appear to be men.  They are in rows of ten.  Within
each row, each of the bodies are absolutely identical.

Connor signals the techs to remain by the door and walks
out among the dark bodies.  They are UNACTIVATED
TERMINATORS.  He stops at a row in which they are
identical to the terminator which was sent to kill Sarah
(the Arnold model).

He walks to the end of the row.  There is one empty rack.
He faces the terminator in the next rack.  Its eyes are
closed.
John seems distant as he studies that face.
Fuentes enters the chamber, pushing past the technicians.
Calls for his leader in the darkness.

                          FUENTES
          John?... John?...

TIGHT ON CONNOR, his face pensive as Fuentes calls his
name.  Fuentes voice slowly dissolves to ANOTHER VOICE.  A
woman's.  Echoing as though from a great distance...

                                            CUT TO:



This audio transition takes us directly to the scene of
young John Connor in the Voights' garage in the present-
day.  The use of a sound dissolve between the two voices
calling John's name while holding a tight shot on his face
works as a flashback-style transition to bridge the future
and the present.