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Believe it or not, it was 13 years ago that Ripley started taking on the first of those creatures-the ones that looked like something the dog had coughed up on a bad day.

”I`ve never seen anything like it,” said one spaceship crew member in

”Alien,” and he was right. The so-called perfect organism had concentrated acid for blood, a mouth dripping with some kind of goop that looked like liquid tofu, and gargantuan teeth that would defy capping. What`s more, its favorite scam was gestating inside a live human being-which prompted those literally stomach-churning shots (initially directed by Ridley Scott and then seven years later by James Cameron in ”Aliens”).

In 1979, it was Warrant Officer Ripley acting like Rambo in taking on the pushy, mini-dragon-ish extraterrestrial. In 1986, the intergalactic spitfire brushed aside the Marines and waged the Battle of the Moms, emerging as the mother superior. The success of the silly but sickeningly scary series was the counterpointing of spunk and gunk, coupled with the use of a clever conceit:

the haunted-house horror film posing as science fiction.

In ”Alien3,” Ripley has a new director (David Fincher), a first name

(Ellen) and a Sinead O`Connor hairstyle (a precaution against lice). The craft in which she is traveling with a Marine corporal and the waiflike orphan girl she rescued in ”Aliens” crashes, and she is the sole survivor-unless you count a badly bashed android.

Ripley (Sigourney Weaver again in another gritty performance) wakes up to find herself on Fiorina 161, a largely abandoned subterranean ore refinery and maximum-security work facility now inhabited by only a small cadre of overseers and 25 prisoners/custodians-murderers, rapists and child molesters- who have discovered religion and the celibate life.

The shaved-headed group, which hasn`t seen a woman in years, includes a medical officer with a murky past (Charles Dance), with whom the admittedly horny Ripley quickly gets it on; a killer, rapist and self-appointed spiritual leader/butt-kicker (Charles S. Dutton); and the officious warden (Brian Glover), who scoffs at Ripley`s claim that an alien has landed with her.

He is absolutely wrong, of course, and soon one of the creatures emerges from the body of the prison dog, and we`re on our way, as the unwanted visitors bloodily pick off the cons one by one. The catch is that the installation is completely devoid of conventional weapons, with the only means of attack and defense seeming to be old-fashioned fire. Through a CAT-scan, Ripley discovers that one of the acidy little devils is inside her own body, leading her to the wry observation that she is ”part of the family,” and triggering agonizing practical and moral choices. With the space-monopolistic ”Company” sending a rescue team with an obviously duplicitious purpose in mind, the proceedings come down to a dazzling bait-and-switch denouement.

Obviously, it`s all a bit worn by now, but it still works relatively well, despite the fact that ”Alien3” lags behind its predecessors in style and frightfulness. Credit Fincher-a music-video creator making his feature directing debut-with crisply bringing it all together in an incredibly dark and, yes, despairing package. Once again, the special effects are superb;

George Gibbs supervised the visuals, and Alec Gillis and Tom Woodruff Jr. created the alien effects.

While the screenplay by David Giler, Walter Hill and Larry Ferguson is pocked with sneak-attack situations and sick humor, the tone of the film is achieved by cinematographer Alex Thomson (”Excalibur”) and production designer Norman Reynolds (”Raiders of the Lost Ark”), whose gloomy-industrial sets fall somewhere between the Michelangelo Antonioni of ”The Red Desert” and the Arthur Koestler of ”Darkness at Noon.”

”ALIEN3”

(STAR)(STAR)(STAR)

Directed by David Fincher; written by David Giler, Walter Hill and Larry Ferguson; photographed by Alex Thomson; production designed by Norman Reynolds; edited by Terry Rawlings; music by Elliot Goldenthal; produced by Gordon Carroll, Giler and Hill. A Twentieth Century Fox release; opens May 22 at Burnham Plaza, McClurg Court, Webster Place and outlying theaters. Running time: 1:50. MPAA rating: R. Violence, strong language.

THE CAST

Ripley……………………………………………..Sigourney Weaver

Clemens……………………………………………….Charles Dance

Dillon…………………………………………….Charles S. Dutton

Andrews………………………………………………..Brian Glover

Aaron…………………………………………………..Ralph Brown

Golic…………………………………………………..Paul McGann