Mission Impossible III **1/2 out of ****

A softer, gentler Ethan Hunt meets his vilest nemesis! (Translated: Eh).

The opening scene of "Mission: Impossible 3" is the best of the whole series, jamming us smack in the middle of a duel between commando Ethan Hunt (Tom Cruise) and arms dealer Owen Davian (Phillip Seymour Hoffman). Davian has a gun to the head of Hunt's girlfriend Julia (Michelle Monaghan). He wants the "Rabbit's Foot." He'll count to ten.

"M:I3" has our attention.

That bold stroke is the work of first-time director J.J. Abrams, creator of "Lost" and "Alias." It's more Abrams' film than Cruise's, just as all of the "M:I" movies have been - Brian DePalma ("M:I"), John Woo ("M:I2") and Abrams have also projected their artistic personalities onto the Ethan Hunt character. First, there was CIA Ethan. Then Cool Kung-Fu Ethan. And now Soulful Ethan, a lover as much as a fighter, who only re-enters the spy game because his first trainee, Lindsey (Keri Russell) is about to be murdered by Davian. Hunt's team (Ving Rhames, Jonathan Rhys-Meyers and Maggie Q) botches the rescue and then draws a plan to ensnare Davian at the Vatican.

"M:I3" builds off its compelling opener and climaxes around its midpoint, during a gunfight on the Cheaspeake Bay Bridge that involves helicopters and a missle-shooting drone. And then it tails into a lousy ending. It's too ambitious, stuffing romance between action, saddling Cruise, at a time when he's unbearable off the screen, with drippy, teary-eyed material suited for "Jerry Maguire." And Abrams' inexperience with a movie budget and technology is evident. He sticks the bridge sequence. But he blows a couple others, including a confusing free dive off a Shanghai tower that steals from "M:I2," a scene Woo handled better.

Hoffman is the Cracker Jack prize of the film. He has maybe five actual scenes and he sells Davian's villainy with arrogance and certitude. "What I'm selling and who I'm selling it to should be the last thing you're concerned about" he says to Ethan. What does Davian know? It doesn't turn out to be much, but "M:I3" designs Hoffman's performance in a way that makes it seem otherwise. The rest of the cast flames out, but a punchy screenplay-by-committee doesn't help. Rhames barely resembles computer genius Luther Stickell at this point, and spends most of the movie channeling his crook from "Out of Sight." The two new IMF suits (Billy Crudup and Laurence Fishburne) subject us to a boring shell game of discerning which is straight/crooked. A humorless, sappy Cruise transmits creepy vibes while Monaghan, pretty in a Liv Tyler kind of way, isn't given much to do.

Abrams prefers close-ups and hectic photography to a more lucid action presentation. At times he whips, pans, zooms and hacks about like Michael Bay. Unlike his two TV shows, his female characters don't get much breathing room or development. And unlike a TV series, "M:I3" shouldn't dither about for 15 minutes with the domestic filler and useless dialogue Ethan and Luther trade throughout the picture.