The third installment in the successful Terminator franchise Terminator 3: Rise of the Machines takes place about a decade after Terminator 2: Judgment Day. The story follows soon-to-be hero John Connor (Nick Stahl) who is now 25 and living "off the grid"--an untraceable existence designed to circumvent both his destiny and visitors from the future namely The Terminator (Arnold Schwarzenegger). But Connor's path proves inescapable especially since Judgment Day was never stopped--it was just delayed. Unbeknownst to Connor Skynet is just hours away from being launched making computer software self aware and ready to initiate a nuclear war. Enter two visitors from the future: The Terminatrix (Kristanna Loken) a T-X that Skynet sent back to kill Connor and future members of the Resistance movement in order to make the human race easier to overpower in the future; and The Terminator who has been sent back by humans to protect Connor and his childhood friend Kate Brewster (Claire Danes) an important future player in the Resistance. But the outdated T-101 Terminator is hardly a match for the highly superior T-X cyborg making the struggle to abort a nuclear attack virtually impossible. The script by scribes John Brancato and Michael Ferris isn't foolproof but it isn't full of itself either. The writers have fun with the characters especially The Terminator who for example stops to pick out a cool pair of shades while robbing a convenience store. It has been 12 years since Schwarzenegger was The Terminator but the 55-year-old action star has never looked better. Staying true to it predecessors T3 doesn't call for Schwarzenegger to string too many sentences together and there are several amusing variations on his classic line "I'll be back." But the sometimes corny dialogue is delivered with inside humor that make it easier to swallow. And although Schwarzenegger plays an emotionless robot his "programming" can sometimes almost be misconstrued as sentiment. In one scene Connor says The Terminator is the closest thing to a father he has ever had and in a way we almost wish he was. Connor meanwhile is played by Stahl (In the Bedroom) who is well cast as a hero-to-be who although reluctant about accepting his destiny realizes his role in mankind's future war with the machines is too important to deny. The remarkably talented and prolific Danes (The Hours) plays his friend Kate a compassionate and quick thinking young woman who proves she can take care of herself. (At one point Connor tells Kate she reminds him of his mother played in the last films by Linda Hamilton). Danes gives Kate a grounded and sensible dimension rather than the now-typical shoot-'em-up action heroine. Of course T3 would not be complete--or half as entertaining--if it weren't for Loken's performance as the "terminatrix" T-X. Not only is she beautifully charming and brutally lethal but she can run a mean mile in stylin' stilettos. While making T3 seemed implausible without visionary filmmaker James Cameron who directed The Terminator (1984) and Terminator 2: Judgment Day (1991) in steps Jonathan Mostow to steal the show. Mostow the Ivy League director who helmed the submarine thriller U-571 stays true to the '80s popcorn actioner opus here both in storytelling and style yet his updated special effects add a subtly modern element to the pic. In fact Mostow seems to have stripped T3 back to basics: There are no slo-mo shots of The Terminator slicing through the air no excessively slick martial arts fighting sequences just straight-up metal-crunching action. Combined with Stan Winston's animatronics the CGI effects including the morphing of T-X from a fleshy human form to a metallic endoskeleton make the story more credible but unlike the latest rash of hi-tech actioners the F/X element is not the only star of the movie. More importantly Mostow delivers an intriguing storyline that despite some holes in the plot relating to time travel and causality builds and maintains suspense. There is never a dull moment in this man vs. machine tale and at 108 minutes the film also bucks the tiresome two-plus hour trend.