Terminator 3: Rise Of The MacHines

Several significant plot holes prove a frustrating and unnecessary distraction from the exhilarating, ante-upping, unflagging action of "Terminator 3: Rise of the Machines," an otherwise worthy, series-fulfilling successor to the groundbreaking looming-apocalypse flicks that made the careers of Arnold Schwarzenegger and James Cameron.

One nuclear-crater-sized chasm of common sense comes at a pivotal moment when the film's three heroes -- future human freedom fighter John Conner (Nick Stahl), his future wife and first lieutenant Kate Brewster (Clare Danes), and yet another time-traveling Terminator (Schwarzenegger relishing again the one role in which he's truly awesome) -- magically turn up deep inside a top-secret military base without any explanation of how they breached security.

They've come to stop Kate's father (David Andrews), an Air Force general in charge of an artificial intelligence project, from throwing the switch that will give the dangerously self-aware SkyNet defense computers access to all military systems, leading to the nuclear annihilation of mankind.

But first the Terminator will have to stop an even more indestructible new Terminatrix -- a curvaceous babe in red snakeskin leather with arms that morph into go-go-gadget high-caliber laser weapons -- who is already there wreaking bloody havoc inside and infecting heavily-armed AI battlefield prototypes with instructions to kill all humans. But at least we know how she got into this command center: her liquid metal skin morphed into a military uniform. Unlikely? Sure. But it's an explanation.

In fact, all this movie's problems stem from obvious "how" and "why" issues that director Jonathan Mostow ("Breakdown," "U-571") chooses to ignore. Why does the Terminatrix (OK, technically the T-X) have a metal skeleton instead of being all liquid metal like the T-1000 from the last movie? (Fanboy answer not provided by the film: the T-1000 couldn't form into complex machines like weapons.) When SkyNet first becomes self-aware, why is its first instinct to nuke the whole world? (That's the future event they're trying to prevent in all the "Terminator" movies.) When the T-X arrives in 2003, why does it go looking for Kate at her veterinary clinic -- at 4:30 in the morning -- instead of at home?

Look past the logical rifts, however, and "T3" is an intricate movie that manages to tie up all loose end of "Terminator" lore while carrying on the series' foreboding sense of encroaching inevitability and its tradition of spectacular non-stop action.

As the film begins, now-22-year-old John Connor (Stahl replaces teenage Edward Furlong from "T2") is living an anonymous life "off the grid." Despite being saved from pre-emptive assassination in the last installment, and apparently saving the future from SkyNet at the same time, he still feels in constant danger, as if more Terminators and the possible post-apocalyptic future he was raised on are waiting around every corner.

Soon he's proven right as both the relentless T-X assassin (fashion model Kristanna Loken with a steely cold stare) and another outdated but reprogrammed-for-good T-101 (Schwarzenegger) arrive from the future and all hell breaks loose around him -- beginning with an incredible car-versus-crane chase scene that convincingly lays waste to entire city blocks, largely without the use of special effects.

Screenwriters John Brancato and Michael Ferris provide complex and plausible reasoning for why the events of "T2" only delayed the future destruction of mankind, and here put the last piece of the temporal puzzle in place: A world-wide super computer virus has attacked everything from cell phone networks to military mainframes, and the top brass has demanded the untested AI software known as SkyNet be released into the government systems to find and destroy the corruptive signals.

The T-101 -- whose mission is only to protect Connor and Kate (at this point still an innocent dragged along in shock and awe at what she's seeing and hearing) -- reveals this future-history, and reluctant heroism gets the best of willful slacker Connor (played with a strong sense of overburdened psyche by Stahl). His demand that the Terminator help them stop the SkyNet leads to a theater-shaking showdown at the aforementioned military base, and to a startling twist of fate that comes close to making up for all the movie's stupid loopholes.

Surprising as it may sound, Schwarzenegger really does give a great performance here, showing hints of the Terminator's growing internal conflict, an emerging awareness of choice and the malfunctions that result. Danes does a fine job showing the seeds of a future fighter in her character, but at times she's burdened with dialogue that fails her. ("What exactly am I in this future of yours?")

Mostow shows a sense of humor about the "Terminator" iconography, especially when getting Schwarzenegger into his requisite leather biker get-up with dark sunglasses. But he also understands the underlying ominous atmosphere of this trilogy and does not compromise at all on the realism of the film's incredible special effects.

But "T3" has one more, rather fundamental problem in that Loken just isn't all that threatening as the T-X. Sure, with the aid of those seamless F/X she can throw Arnold Schwarzenegger through walls. But the girl is a blonde, blue-eyed 23-year-old with perfect skin and hair who looks to be about 115 lbs. soaking wet. She's a Charlie's Angel, not a killing machine.

Ultimately this (likely) final chapter in the "Terminator" saga is packed with everything it needs -- from action to sometimes elusive intelligence -- to satisfy fans in spite of its foolish plot problems. But with Mostow's clear dedication to getting it right, there's no excuse for his playing blind to the conspicuous questions that continue to plague the plot right up until the very end.