FIT TO A T ARNOLD AND A NEW DIRECTOR PUMP IT UP FOR THIRD 'TERMINATOR'.

Byline: Bob Strauss Film Writer

It took a dozen years and at least $170 million, but he's finally back.

``Terminator 3: Rise of the Machines,'' the follow-up to 1991's groundbreaking hit ``Terminator 2: Judgment Day,'' marks the return of Arnold Schwarzenegger to the role that made the Austrian bodybuilding champion a movie superstar. But this time, the cyborg from the future is visiting without the accompaniment of the first two films' creator and director, James Cameron, nor key co-stars Linda Hamilton (whose reluctant warrior woman, Sarah Connor, has passed away by the time ``T3'' commences) and Edward Furlong (who was replaced by Nick Stahl as Sarah's offspring John Connor, who is even more ambivalent than his mom about his future fate as the leader of the humans who rebel against Skynet's conquering machine army).

Oh, and Arnold's 55 now, too.

``What was challenging was to get the body back into the shape that it was in for the first and second one,'' perfect specimen Schwarzenegger admits.

``Your metabolism slows down as you get older, and you gain much more weight. So I really had to get on a strict diet and train two or three hours a day, and many times during the night. When we were shooting, whenever we had an hour off, I went to my gym trailer and worked out with the weights and did all that stuff, because it was very important to get into good shape. It was already embarrassing enough to be naked for three days out there on the set, but on top of that to be out of shape, I couldn't have handled both. One I can handle, but two I can't.''

Arnold indeed does look good, both in that classic Terminator buff arrival sequence and, later, in the regulation shades and black leather jacket. But making the rest of the movie look and play well was the responsibility of Jonathan Mostow, whose previous feature-directing experience had been on the technically proficient but much more modest ``Breakdown'' and ``U-571.''

When Cameron declined to participate in the third movie - ``I, myself, brought the script to him,'' Schwarzenegger says of his Sunday motorcycle-riding buddy, ``and he just couldn't figure out, time wise, how to do the movie under those constraints of a summer movie release'' - Schwarzenegger and the third film's producers looked for a helmer who was hungry to make his leap to the next career level.

Mostow fit the profile. But he was certainly aware of the daunting challenge that represented.

``Those were two great movies to follow up,'' the director acknowledges. ``What are you possibly going to do to (forget about exceeding them and) even come up with something that will stand on its own as the third part of a trilogy and make it feel as if it's a part of a whole? Let's face it, there are very few movies that have a '3' after them that are very much good.

``So the bet I made, and we'll find out if I'm right, was that, yes, 'Terminator' is known for great stunts and incredible special effects. But ultimately, the reason why people love these movies is that the stories are great. And what makes the stories great is that they have epic stakes - you couldn't get any bigger than saving the world, right? - but they're played out against very intimate emotional canvases. They're about emotional truth, and yet lots of stuff blows up.''

``T3's'' story, credited to John Brancato, Michael Ferris (``The Net,'' ``The Game'') and Tedi Sarafian (``Rush Hour''), finds the adult John Connor living an untraceable, nomadic life in the near-future L.A. area when a new, even more advanced Terminator, the T-X (Kristanna Loken), comes back to, well, terminate him. As in the second movie, our programmed T-101 (yes, it's the same T-800 Arnold model from the first two films, but Cameron wasn't around to prevent the new team from redesignating it) tries to protect the future leader, though it's even more outmatched than the one that faced Robert Patrick's T-1000 the last time.

There's also an on-the-run romance between Connor and a new character, Kate Brewster, played by Claire Danes.

Rise of the effects

But whatever Mostow's claims, FX spectacle is hard-wired into the scenario, which among many things involves the previously unrevealed origins of the Terminators themselves. That meant going back to the makeup and puppet master Stan Winston, who brought the original endoskeleton under Arnold's bad 1984 Terminator to life ... and who, with the digital artists at Industrial Light & Magic, helped create the T's for 2, which turned out to be the first major demonstration of computer-generated imagery's feature-film capabilities.

For T3, Stan Winston Studios and ILM combined forces to degrade the T-101 to an extent never seen before. Toward the end, the battered Arnieborg is a seamless combination of Schwarzenegger himself, makeup effects, puppeted parts and CG elements.

But that was only part of the mission.

``The unique thing about T3 is that we have generations of Terminators,'' the multi-Oscar winning Winston says. ``We've brought Arnold back in a way that that T-800, Model 101 has never been seen before. There's the T-X, the more powerful, advanced one that can blow buildings up and can actually kick Arnold's butt. And then we were able to build and design the first Terminators, the T-1s. They weren't bipeds yet - they moved on tanklike treads.''

What makes those T-1s really frightening is that, employing robot technology developed for the ``Jurassic Park'' films, Winston's studio actually built these proto-Terminators. Not a frame of them in the film, he claims, employs CG or other special effects.

``In the other two, we pretended to build robots,'' Winston says. ``In 'T3,' we're building robots. We're doing what this series is all about. And it's kinda scary.''

Not as scary, though, as being responsible for a movie that everybody knows was insanely expensive - and so long-awaited that it just may be arriving past its audience-interest termination date.

``The budget was talked about before the movie even started shooting,'' Mostow laments. ``I was unhappy with those stories because I was concerned that they would create too unrealistic expectations for what the movie could be.

``But what makes these movies so special was, to me, the creative challenge,'' Mostow adds. ``And that was, could we come up with a story and execute it with performances that were in that 'Terminator' league? That's what kept me up at night, not the money.''

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

`Terminator' history

``The Terminator'' 1984 (Arnold Schwarzenegger, Linda Hamilton, Michael Biehn): In the future (the year 2029), humanity is on the brink of extinction. Skynet, an artificial intelligence created by the U.S. military, has gained consciousness and wiped out most of humanity with nuclear weapons. But stamping out the remaining pockets of human resistance is still proving to be a problem for the now self-aware machines.

To finish the job, Skynet sends a Cyberdine Systems Model 101 ``Terminator'' back in time to kill the mother of the leader of the resistance, John Connor, before he is born. Discovering the plan, Connor sends a human soldier back to protect his mother, Sarah, from the deadly assassin. What neither side realizes is that these soldiers both play roles in the horrific future.

``Terminator 2: Judgment Day'' 1991 (Arnold Schwarzenegger, Linda Hamilton, Edward Furlong, Robert Patrick): Ten years have passed since the Terminator tried to kill Sarah Connor. Sarah, the only one to know about the planet's impending doom, has spent the past decade training her son, John, to become a great military leader. But her unusual behavior lands her in a mental institution for her ``delusional'' theories about the end of the world. John is placed in a foster home and left at the mercy of those who know nothing of his importance.

Failing the first time, Skynet decides to try again with an upgraded terminator model, the T-1000 (Liquid Metal). To even the odds, the grown Connor again sends a protector - a captured and reprogrammed Model 101.

With ``Judgment Day'' just three years away, John must free his mother and try to stop Skynet from being built before the future happens again - for the first time.

- Addison Pate

Addison Pate, [phone]

addison.pate(at)dailynews.com

CAPTION(S):

3 photos, box

Photo:

(1 -- cover -- color) Arnold wants YOU

Schwarzenegger is ready to save the world

(2) Arnold Schwarzenegger takes plenty of punishment in ``Terminator 3: Rise of the Machines,'' which benefits from the artistry of special-effects master Stan Winston.

(3) Arnold rode twice before as the Cyberdine Systems Model 101: once for evil, once for good.