'T3' smartly recaps the backstory in the film's opening voice-over, where twentysomething John Connor relates that mechanical killers from the future, terminators, have twice tried to murder him because he is fated to grow into a commander who will lead remnants of the human race to victory in a war with a deadly machine complex called Skynet. An intriguing sense of malaise and dread hangs over this film, as though the creative team has thought through the implications of the original Terminator narrative and realized they are not necessarily happy ones. In 'T3,' Mostow has in effect made a big little movie, bringing the leanness and pacing of old-fashioned B pictures to an elephantine, $175-million project.ДЄlso, again paralleling B movies, Mostow and screenwriters John Brancato and Michael Ferris (working from a story credited to them and Tedi Sarafian) have given 'T3' an unexpected level of darkness. In those films as well as this, Mostow shows a gift for doing action right by not dumbing things down and by emphasizing the underlying reality of even far-fetched situations. Though his name lacks the marquee value of that of James Cameron, who directed both predecessors, Mostow's skillful work in his own previous features, 'Breakdown' and 'U-571,' made him a shrewd choice here.

While 'T3' would not have been made without Schwarzenegger's participation, it would not have succeeded without the ability of its lesser-known director, Jonathan Mostow. 'Terminator 3: Rise of the Machines' and its story of the 101's battle to stay competitive with the newest model assassin, the sexy T-X (Kristanna Loken), fits that bill quite nicely.ДЄn expertly paced and efficient sci-fi thrill machine, 'T3' effectively marries impressive action sequences with persuasive storytelling and its star's uniquely appealing style of 'No' drama - as in no reaction, no expression, no emotion of any kind. HOLLYWOOD - 'I am an obsolete design,' Arnold Schwarzenegger's T-101 says with as much melancholy as a machine can muster, but hearing the line spoken in 'Terminator 3' makes you wonder if the actor had himself in mind as much as his character.ДЇor as a 55-year-old action hero whose most recent films include such inert efforts as 'End of Days,' 'The 6th Day' and 'Collateral Damage,' Schwarzenegger might well be considering if he's being similarly frozen out by a film industry that assumes his best fighting days are behind him.Д«ut, like that resilient mechanism, Schwarzenegger still has enough moxie in him for at least one last hurrah. Nick Stahl, left, Arnold Schwarzenegger and Claire Danes star in the futuristic action thriller 'Terminator 3: Rise of the Machines.' AP photo by Robet Zuckerman

The terminator 3 cast