You need to watch the best sci-fi sequel that almost never happened on HBO Max ASAP

Making a sequel is hard. Making a threequel can be even harder. The Matrix, Star Wars, Alien... the list of franchises where the third failed to live up to the original is longer than you might think.

For James Cameron, creating the most popular movie in the world wasn’t enough to keep in Hollywood’s good graces, and he was soon waging a years-long financial and legal battle. Meanwhile, his star was suddenly torn between a successful Hollywood career and a new one in politics.

Despite all that chaos, a pretty good (and ridiculously bleak) third Terminator movie eventually made its way to theaters. Jonathan Mostow’s Terminator 3: Rise of the Machines might not be a genre-redefining work like either of James Cameron’s first two entries, but it’s still a fun movie that balances impressive action sequences with ample lore that never feels like it’s slowing things down.

After Terminator 2 became a tremendous hit at the box office, studio interest was high in having Cameron revisit the world of teenage boys and their killer robot friends. Cameron indulged the idea somewhat by making a 1996 mini-sequel in the form of a 3D/live-action show at Universal Studios Hollywood. T2-3D: Battle Across Time wasn’t a movie, but it offered an opportunity for the cast to reunite.

The idea was that T2-3D would set the stage for a third movie, but then those plans hit a snag as another movie began earning more of Cameron’s attention: a little disaster epic by the name of Titanic.

While it’s hard to argue with a choice that ultimately became the biggest financial success in film history and netted Cameron Best Director and Best Picture trophies at the Oscars, Hollywood stops for no one. A production company that had been involved since the first Terminator went bankrupt in the interim, and a firesale of their intellectual property landed the franchise into court. Even the Terminator himself, Arnold Schwarzenegger couldn’t convince Cameron to enter the thicket at that point.

"My idea then was to go to somebody who was hungry, who was ready to make that next step up to this level of moviemaking,” Schwarzenegger would recall in an interview.

That person ended up being Mostow, who’d recently made a name for himself with the submarine thriller U-571. Mostow saw the Terminator series as a generational saga, telling IGN at the time:

“T1 is [about] a young woman, Linda Hamilton, finding her own inner strength. T2 is about a mother reconciling with her son. T3 is about a young man confronting his destiny. When you talk about it in those terms, these movies could be small, $800,000, independent movies at Sundance."

T3 is not an independent Sundance movie (to give you a sense of the budget, Schwarzenegger alone made $29 million). But the film works quickly to catch the viewer up with John Connor (Nick Stahl), living off the grid after the events of the first two films. Soon, a new female Terminator (Kristanna Loken) storms onto the scene, touching down on Rodeo Drive in Beverly Hills. Terminator also moves fast to reintroduce Schwarzenegger’s T-800 outside a Ladies Night. (After the killer robot bullies a male stripper into taking off his clothes faster than usual, Mostow orchestrates a scene that lets the audience know that the Terminator isn’t the Terminator without his sunglasses. It’s a solid moment of self-awareness.)

The premise is quickly established: since Connor has successfully lived without leaving any records of himself on file for the future to find, machines from the future have decided to go after his lieutenants instead. This shaky premise (they really couldn’t find him?) is abandoned once the female Terminator, the T-X, finds Connor trapped in a dog kennel with one of her targets, the veterinarian/future Resistance leader Kate Brewster (Claire Danes).

Stahl’s Connor is an outsider and misfit, one who believes that machines are coming but doubts that he has the ability to lead anybody. Stahl is believable as a reluctant leader coming into his own, a role he would later explore again with his lead role in HBO’s 2003 cult hit Carnivale.

But there’s not much room for introspection in T3, as the movie quickly blasts off to the races. The T-X’s powers are established — she can change appearance, like the old Terminator, but she can also control other machines — as is the fact that she outclasses Schwarzenegger’s model. While the T-X is cool, Loken carries over none of the subversiveness of Robert Patrick’s T-1000 police officer and certainly none of Schwarzenegger’s original cyberpunk menace.

T3 is more focused on being a cool blockbuster where things explode, a task at which it succeeds with aplomb. Like Cameron, Mostow doesn’t overdo it on the 2003-era CGI, leaving a mixture between realistic and special effects that keeps the movie from feeling too dated.

In keeping with Terminator tradition, the centerpiece of the movie’s action is an epic chase sequence. John and Kate are in a veterinarian’s van, chased by the T-X in a crane truck that features the word ‘CHAMPION’ plastered on its bar. This robot is in turn chased by Schwarzenegger’s robot, who’s driving a fire truck. As the production filmed around L.A, city blocks had to be created then gloriously destroyed. Praised the construction industry as the “most epic scene in a movie involving a crane,” the action is deeply kinetic, each moment of momentum building off the next.

It’s a classic Terminator scene. Then the film moves into the actual business of watching Skynet take over the world. It’s not perfect, but Terminator 3 delivered a strong action movie with some very cool scenes, proving that the Terminator concept could work even with everyone’s favorite killing machine visibly aging.

We’ll put it this way as well: if T3 wasn’t any good, it’s hard to imagine its star getting elected Governor of California the same year it hit theaters.

Terminator 3: Rise of the Machines is now streaming on HBO Max.