It was the fall of 1983, and writer-director Jim Cameron, who was waiting for Arnold Schwarzenegger to finish "Conan II" so he could begin shooting "The Terminator," and who was otherwise as close to a nobody as a somebody could be, was called into the offices of David Giler and Walter Hill, the director, then at Universal. Giler and Hill were looking for someone to re-create "Spartacus" in a science fiction context.

The meeting went nowhere.

"We didn't see eye-to-eye at all," Cameron remembers. "I felt really bad about it, and I think so did they, because we wanted to work together. So as a sort of a sop, David said, 'Well, there's always "Alien II," it's been kicking around for years and no one's done anything with it. You want to take a crack at that?' Sort of as I was walking out the door."

As producers of the original "Alien," Hill and Giler and their sometime partner, Gordon Carroll, held the rights to the sequel. And at the mention of "Alien II," Cameron heard a sound in his head that he describes as "Ding!" He went off and in two or three days whipped up a story line.

Meanwhile, Giler, "trying to keep him in the family," he says, mentioned Cameron to his friends over at Carolco, who were looking for someone xl to write a sequel to "First Blood."

"You wait 28 or 29 years to do something and you get it all in one day, right?" Cameron says.

Methodical Canadian that he is, Cameron whipped out his calculator. "So I sat down and I figured, 'Okay, I've got 2 1/2 months,' and I broke it down into days, and I broke it down into hours, and I figured out how many pages I could write in an hour. It worked out to about 0.8 pages an hour. I plugged in 0.8, x-number of hours, x-number of hours to rewrite, plus five days for research, and came up with a total figure that was two days longer than I had."

Thus was launched the Era of Three Desks -- one for rewrites of "The Terminator," one for "Rambo," one for "Aliens."

"To clear my mind I'd have a different piece of music that I'd play whenever I sat down at the desk," says Cameron, "to throw the other stuff away, get into a 'Terminator mood,' or whatever. For 'Aliens' it was 'Mars, Bringer of War' from the Planet Suite, big, driving, conquer the world-type music. 'Rambo' was the 'Apocalypse Now' sound track."

And if Cameron were to whip out his calculator today, he'd be adding the following numbers: "Terminator," $42 million (on a budget of roughly $6 million). "Rambo," more than $150 million. And now "Aliens," which, it is widely predicted, will end up the biggest hit of this summer.

Jim Cameron is on top of the world.

Only that world, Jim Cameron's world, isn't your world, or my world. It's a world of good androids and bad cyborgs and killer fish, a world of time travel and 56-year-long naps, a world where a character can say "nuke the site from orbit" and nobody bats an eye. After writing or cowriting three pictures, and directing two of those, Cameron, 31, has emerged as a director of the action-adventure second only, perhaps, to Steven Spielberg, with a flair for melding and reworking old genre pictures and an impeccable sense of what an audience wants.

"The Terminator" fell into the category of science fiction, but it also drew on film noir; "Rambo," if you filter out the tampering by Sylvester Stallone (about which more later), drew on classic Hollywood war movies; and "Aliens," which brings Cameron back to science fiction, is also rooted in Hollywood war movies -- in its intimacy with a grunt's life, and its glorification of a grunt's heroism in an extreme situation, it might have been written and directed by a Sam Fuller or a Howard Hawks.

Working within a genre, a specific situation and a specific set of audience expectations, has always been as good a definition of Hollywood filmmaking as any. Yet when Hollywood began to turn inward, a decade ago, the result, all too often, was academic films or spoofs, sterile homages or tired rewrites that seemed to be merely exploiting what had worked before.

What makes Cameron so special is his ability to make genres like war films or sci-fi thrillers fresh again -- not simply to adapt the elements of those films, but to recapture the joy that once went into making them, and that audiences felt in watching them.

He does it, appropriately enough, through a form of time travel.

"In Niagara Falls, when I was an adolescent -- which I still am -- I went to the movies every chance I could get," he remembers. "I was a pretty emaciated kid because I spent all my lunch money on the weekend, I'd save it all week and live on Twinkies.

"Growing up in a little town, you're just absolute pure SW,-2 SK,2 fans. I think that that's actually good, because you don't get jaded, you don't become too critical. One of the mental exercises I like to do when I'm working is to try and go back and re-create the me-that-was-then, back in 1970. How would I react to this scene, how would I react to this film in general? If I think I would have liked it then, then I'll go ahead with it."

Making a good movie is hard enough; making a sequel to a classic may be the hardest task Hollywood assigns.

"It seemed very bleak for a while," says Cameron. "If the film was good, it would be because it was a sequel to the Ridley Scott movie, and if the film was bad, it would be because Ridley didn't do it. Know what I mean? Even though I never met Ridley, he was always lurking around, the SOB," he says, laughing.

Cameron knew that, if the film was going to succeed, it would have to stand on its own. "What do you do with it?" he asked himself. "Do you just retell the same story? Do you have another crew on another spaceship with another alien? We've seen that, and we've seen imitators of that. So it definitely had to go into a new territory."

But the nature of the original "Alien" made entering new territory doubly problematic. It was a horror movie and, borrowing from the vocabulary pioneered by Howard Hawks in "The Thing," Scott generated most of the tension simply by keeping the alien itself pretty much hidden till the end. Cameron couldn't count on that tension -- the audience, familiar with the original, already knows what to expect.

"The fact that the audience was in the dark in the first one, and in this one they know something's coming -- it just makes it a different film," Cameron says. "What we tried to do was play on that by having Sigourney Weaver's character, Ripley, trying to warn people. And the audience knows she's right, because they saw the first film or heard about it, or they at least know enough about it that they know that she's right, and everything she says is right, and nobody believes her. They know it's coming.

"It's like that Hitchcock thing about the bomb under the table. If the bomb suddenly goes off, you get a surprise, but you can milk 10 minutes of tension before the bomb goes off, if you know it's there."

*Says producer Giler: "Jim said the first one was kind of like a fun house, with things popping out at you. He wanted this one to be like the roller coaster, where you know what's going to happen, but you get onto it anyway."

"I was constantly trying to make decisions to work against the first movie, in many ways," says Cameron. "To say, let's open it up, let's do it differently, let's make it more exhilarating, let's cut faster. And then you reach a point where you realize that maybe you're doing something just because it's the opposite of something else, so you're still just reacting to the first movie.

"After a while, I just said, 'Screw it, I'm not gonna even look at "Alien," I'm gonna pretend the film didn't exist.' "

bat10Besides the alien itself, the other legacy from the original was Ripley, the only character who survived. And in looking for something new in that character, he did what he always does -- he searched for what was identifiably human in Ripley's situation.

In doing so, Cameron felt he had already gone through a dry run, in the "Rambo" character he had created before Stallone got hold of it.

"You know, Sly is a very strong-willed person," says Cameron, "and he tends to get his way. He had a certain vision of it. It's kind of unfair to editorialize after the fact, but I was far more interested in the character than the political overtones of it. I started more from the standpoint of him being a slightly traumatized returned veteran -- the delayed stress thing. My Rambo was a much more screwed-up guy.

"It started out with him being in a psycho ward in a VA hospital, where he'd go out every night and go into town and hot-wire the security system and sneak back in every night before the bed check. Also, there was more characterization of the POWs as people, once he gets to them. They were pretty messed up too, but there was some heroism there -- it got a little bit behind their eyes, and what it meant to them to get rescued by this guy. I got a feeling when I saw the film that he was being air-dropped into Vietnam to pick up a six-pack of beer and get out.

"In 'Aliens' I got to do what I wanted to do with Rambo, in a way, because she's come back off this experience, and she's torn up by it, recurring nightmares and everything, and there's something that's driving her that she needs to do."

Cameron knew that Sigourney Weaver would be the key to a sequel, and perhaps the best gauge of his shrewdness and confidence as a filmmaker is his ability to work with this kind of given.

He demonstrated the same kind of agility in reimagining "The Terminator" once Arnold Schwarzenegger came into the picture.

"Gale Anne Hurd, Cameron's wife and partner and I had been planning to cast the film with Lance Henriksen playing the Terminator as this sort of enigmatic, shadowy sort of guy. It was more of a noir picture. He was supposed to have been basically an unknown face -- he could be anybody in the crowd, and that's what was terrifying about it. The anonymous killer, the random violence aspect of it.

"We were going to cast the Reese character, the good guy, as more of a known commodity, somebody who had some marquee value, to get the film distributed, and somebody at Orion said, Arnold Schwarzenegger. I wasn't too keen on the idea, because Reese was a character who was constructed through dialogue, basically, and the whole world that he's coming from emerges through dialogue. It would really have eviscerated the film to have Arnold play that guy, because, whether as an actor he could have done it or not, I don't know, but certainly the audience wouldn't have accepted it at that point in his career -- he still had a lot of things to prove as an actor."

Cameron and Schwarzenegger sat down to lunch anyway. "He turned out to be a really nice guy, we really hit it off, and he just loved the script," Cameron says. "And he would talk about scenes and he would do scenes from the movie, but they were all Terminator scenes. I said, 'Y'know Arnold, we've been talking for an hour and a half, two hours, and virtually everything you've mentioned about the script has been the other guy. Do you want to play him?' I thought to myself at the time, there's a very good possibility that Arnold will be insulted by this, because he wants to play the leading man, or he doesn't want to be a villain, or whatever. But at least he would get the idea that we don't feel he's quite right for Reese. And he just said," Cameron says, with a snap of his fingers, " 'Let's do it.' And that was that.

"What it meant for me was revisualizing 'Terminator' as a character, as larger than life. Whereas before it would have been long lens, moving through the crowd, now it was low, wide angles, as he becomes this human bulldozer. He became more of a juggernaut than this sinister figure with his collar turned up. So then I took some of that other imagery and applied it back to Reese, so he became a sinister figure with his collar turned up. He represented more of that noir visual aspect."

*And in adapting his story for "Aliens" to the requirement that it center on Ripley, Cameron made sure that he wrote for a woman first, and a heroine second. "I really reject the idea of superheroes, of larger-than-life," says Cameron. "I think it's very important to round out characters, because otherwise, especially in a film like this that has fantastic elements, it could very quickly get out of hand. But if people are real, and have fears, neuroses, problems, that sort of thing, that helps a lot."

After "Aliens" and "The Terminator," strong women are becoming something of a Cameron trademark. "People ask me, 'How come you're always doing these strong women? What was your mother like?' And I think it really comes from trying to show people fresh things, fresh ideas. All the male archetypes have been done. They're all the macho heroes. You've seen it all, from westerns to war movies to you name it -- the larger-than-life, the antiheroes. We've lined 'em up and knocked 'em down for 50 years of cinema history, and there isn't a whole lot you can do with it, other than just casting someone else who you haven't seen before. With a woman, there's still fresh things that can be done."

bat10 Writing the script, Cameron says, he really sees the film in his head. So all that's left, really, is working with the actors. That comes easily to Cameron, who, though he started as a special effects technician for producer Roger ("Pour on the explosions") Corman, got his first directing job, on "Piranha II," as an actor's director. Sort of.

"I was working on 'Galaxy of Terror' as a second unit director. I had convinced Roger that I really should direct for him. He said, 'Well, direct some second unit on a couple of pictures first, and we'll see how it goes.' I'm directing second unit, it's my second day, and I'm doing a scene where it's a dismembered arm laying on the ground. It's supposed to be covered with maggots, right? A personal favorite photographic subject.

"I'm trying to be a professional director, lining up the shot. They've got it covered with this tub of mealworms, you can buy them in pet stores, they're feed for fish, fairly innocuous little creatures. They're pretty law-abiding -- they don't do very much. So we sprinkled these mealworms all over the rubber arm, they're supposed to be writhing around, but they just sat there. Well, this would never do."

Cameron's solution was to hide a couple of wires that would deliver an electric shock to the recalcitrant worms. Enter the producers of "Piranha II."

"These two guys walked in, they're standing behind me, I didn't know it. Well, the cue for the guy on the plug behind the set, you couldn't see him, was 'Action.' So I'm looking through the camera, I step back, I say Roll. I say, All right, action. The guy plugs it in behind the set, the worms all start moving around like crazy. I say, Okay, that's good, cut. He pulls the plug and the worms stop.

"I turn around and these two producers are just gaping. I guess they figured that if I could get a performance out of maggots I should be okay with actors, so they offered me the film."

bat10Jim Cameron didn't go to Hollywood as a screen writer or a director, not exactly. "I dropped out of Cal State and drove a truck for a while, while I did some writing. I can drive an 18-wheeler. I drove a school bus, I drove delivery vans, all sorts of things. Bulldozers. I like heavy equipment, in case you haven't noticed. Backhoe. The school bus was nightmarish. It was a great, Zen-like exercise in patience."

Lanky and bearded, Cameron remains a regular guy who'd fit in at Miller Time, with the kind of ready, rat-tat-tat laugh that makes someone instantly at home in any bar in America. He is, in fact, exactly the kind of guy you'd think would be behind a James Cameron film, where the rule, however fantastic the setting, is always: Keep it human. "Audiences demand story, and they demand character first," Cameron says. "Too many filmmakers can't see past the technical virtuosity that they bring to it. I really think that no matter how brilliant a film is visually, an audience responds to that only secondarily. It's always the characters and story, and through character it's humor, pathos, whatever, the range of emotions. That's what they respond to. People want to see people first, hardware second. And it just doesn't work the other way around.

"I like to keep the best of a blue-collar mentality. I'd rather go for mass appeal, which I think can be done without going to the lowest common denominator.

"Not from the standpoint of making money -- I just get a personal thrill out of affecting people. I'm sure that it's very similar to the thrill that a performer gets when he can affect a crowd, whether it be a standup comic or a singer or whatever.

"I can't do any of those things. I'm terrified to stand up in front of hundreds of people. But I can do it by proxy through the lens."