TINSELTOWN SPYWITNESS.

Byline: Elizabeth Snead and Jennifer Sklar

NO WRATH AT CANNES: Forget those Freedom Fries. American movie stars still flocked to the 56th annual Cannes Film Festival, which began this week in the picturesque French port town.

The first week's big event was Thursday's premiere of ``The Matrix Reloaded,'' which dragged all of the film's stars onto the red carpet in front of Le Palais, the main theater on the Croisette, the town's oceanfront main street.

A taciturn Keanu Reeves, wearing a classic tux and not-so-classic scruffy beard, posed with co-star Carrie-Anne Moss, clad in a disappointingly prim Heidi Weisel black lace gown and eerily resembling Lara Flynn Boyle's mother. Jada Pinkett Smith was mercifully hot-to-trot in a strapless black gown. The twins, Neal and Adrian Rayment, continued their practice of wearing Ozwald Boateng suits to the movie's premieres. This time they were in black suits with cobalt-blue ties that matched Laurence Fishburne's Boateng all-blue Nehru-collared suit. MIA: the film's creators, the Wachowski brothers.

Later that night, everyone partied at the film's all-black bash, held in an enormous tent across the street from the Sofitel hotel. Everyone, that is, except the international press corp. One rumor among the mightily miffed media: The notoriously press-phobic Reeves didn't want to be pestered by reporters. Perhaps. Or maybe the stars are just pacing themselves for their marathon of premieres, with more to come in London and Toyko. Talk about an alternate red-carpet reality.

Spotted on chic cobblestone streets: Cannes jury member/director Steven Soderbergh and his new bride, Jules Asner, who just quit her day job on E!. Another jury member, Meg Ryan, sporting a new short, curly 'do, arrived Wednesday without her bags, reportedly lost in flight. Still she managed to shop for a chic black suit and shades for the jury press conference and found a black gown and diamond necklace for Wednesday's opening-night dinner. She's not been back to Cannes since she and Kevin Kline shot 1995's ``French Kiss,'' which the French have still not forgiven her for.

Another Kevin, as in Costner, turned up at the ``Matrix'' premiere with his gal-pal Christine Baumgarten. They were spotted working on their golden tans at the Eden Roc hotel pool. Andie MacDowell bunked beautifully at the Martinez and squeezed into an Escada gown and Chopard necklace for the opening night's broad comedy ``Fanfan la Tulipe,'' a reportedly dreadful remake (think bad Mel Brooks) of a classic French film, starring Penelope Cruz.

Cruz, who wore a pink boucle suit at the ``Head in the Clouds'' party on the beach, was senorita chic at the ``Fanfan'' premiere in a black off- the-shoulder Ralph Lauren gown. But she was noticeably solo, unescorted by beau Tom Cruise, said to be in New Zealand ``working'' on a film. But everyone wondered if he just didn't want to bump into his ex-wife, Nicole Kidman, who arrived this weekend to promote her new film, ``Dogville,'' directed by Lars Von Trier.

If Cruz is smart, she'll get outta Dodge before Kidman gets in. The milky skinned Aussie actress became the darling of Cannes after she put her personal problems on hold and nobly supported Baz Luhrman's ``Moulin Rouge'' here during the very public split with Cruise and his ongoing affair with the Spanish actress. The French just love a gal who holds on to her dignity despite adultery. Oh, and ``Dogville'' is supposed to be MUCH better than ``Fanfan.'' So there!

Not one to miss any of the Cannes action, aging muscle man Arnold Schwarzenegger flew in Friday to beef up the buzz for his new film, ``Terminator 3: Rise of the Machines,'' with a short preview press screening and a huge late-night bash at the Pierre Cardin ``bubble'' house, a futuristic fantasy villa (connected ball-shaped rooms), perched on a seaside cliff. Party-goers took a 45-minute bus ride to the house, which looks like a space station fallen to earth. The privately owned abode, built in the '70s, is a regular festival party pad and was the shaken, not stirred site of the James Bond 007 bash last year.

HASTA LA RESET, BABY: He said he would be back, and 12 years after ``Terminator 2: Judgment Day'' hit theaters, Arnold Schwarzenegger and the android that made him a household name is returning. ``Terminator 3: Rise of the Machines'' won't be in multiplexes until July 2, but there are plenty of other ``T3'' events starting to happen around town.

Italian sunglasses manufacturer SAMA Eyewear introduced its ``T3'' shades collection at a small party at its Beverly Hills showroom last week, while Atari had a big blowout on Monday on Stage 14 at Raleigh Studios to launch the video game based on the movie. And believe it or not, that game, created for Xbox, GameCube and PlayStation 2, marks the first time Arnold has ever lent his image to a video game.

``This is the first time I like myself, I like the way I look in the video game,'' Schwarzenegger explained. ``It is extraordinary the job that they have done with the way it looks, the way the figures look, the characters, the way they move. The fight scenes are really exciting!''

The happy crowd, including the film's co-stars Claire Danes and Nick Stahl, seemed to agree, as lines formed in front of the stations set up for testing the games. We spotted Miguel Ferrer and his sons trying them out, too, and even Kristanna Loken, the new evil female Terminator, braved playing a game against Arnold. We're not sure who won, but our vote is with the big man; after all, he's always the hero and the winner, isn't he?

CAPTION(S):

5 photos

Photo:

(1) MOSS, REEVES: Prim and moper.

George Pimentel/WireImage.com

(2) CRUZ: Showing off for her fanfans.

Tony Barson/WireImage.com

(3) DANES: Motion captured.

(4) LOKEN: She's a player.

(5) SCHWARZENEGGER: Getting into the game.

Lester Cohen/WireImage.com