Making a television series is one of those things that looks easy when you're not doing it. Making a television series based on an existing, widely known property looks even easier: everybody already knows the major characters, and the premise, and the world, so the only thing the showrunner has to do is roll out of bed and find some folks who can type, right?

Turns out it's way harder than that. And if you want to see just how much harder it can be, check out Terminator: The Sarah Connor Chronicles. Given an excellent foundation in a popular franchise and an established universe that carried considerable potential, showrunner Josh Friedman and his staff still had to experiment quite a bit to find out what worked. And it took them a while. So long, in fact, that I quit watching. The cold truth is that I turned The Sarah Connor Chronicles off halfway through the pilot. I wasn't alone in bailing early; admittedly, the pilot aired after a football game, but if you look at the ratings the show still lost half its audience between the pilot and episode #2. There are valid reasons for this.

F'rinstance! In the pilot, John Connor (Thomas Dekker), the future savior of humanity, is sitting in his high school class one day when the substitute teacher, who is a Terminator, tries to shoot him. The Terminator, which uses the name Cromartie, carries its gun in an unusual way. The handgun is inside its leg. To get to the gun, the Terminator has to cut through its pants and its human tissue, and—

( . . . wait, what? Why? Does it have to get around metal detectors or something? No, that doesn't make sense, the Terminator's endoskeleton would set them off anyway, and we haven't seen any, which makes sense because it's a rural school, so they probably don't have any, and the commercials have been hyping Summer Glau as another Terminator so she'd set them off, too, which would pretty much ruin her cover . . . maybe it brought the gun from the future this way? . . . no, it would've bought some kind of plasma gun, wouldn't it? or something heavy-duty, and—)

You get the idea. The gun in the leg is supposed to be an exciting moment, but because it makes no garking sense, it throws you out of the story. That sort of thing was unfortunately typical of The Sarah Connor Chronicles' first season. Things intended to be assets wound up being liabilities, often because the scripts were more focused on short-term coolness than on long-term implications. Say a Terminator shows up, and our heroes promptly pull their handguns and shoot the bejesus out of it. Of course, nothing happens and they have to do other stuff. Okay! But the next week, a Terminator shows up again, and the same damn thing happens. Apparently they weren't paying attention last week. But we were, so while the intended message was "Terminators are bad-ass!" the actual message was more along the lines of "Our heroes are stupid." Which raised the question of how bad-ass Terminators really had to be.

The fundamental problem, though, was finding an effective series dynamic. The show started out vaguely in the vein of The Fugitive, with Sarah Connor (Lena Headey) and her savior-of-humanity son John on the run from Cromartie and the FBI, with the latter embodied by Richard Jones's Agent James Ellison. But that was doomed to get boring fast, so the series found itself in the awkward position of figuring out what kind of show it was going to be while it was underway. This is always a bad position for a show to be in, but The Sarah Connor Chronicles was in a doubly bad spot: figuring out what kind of show it should be turned out to be really hard.

The Terminator film series is associated with intense action, so you'd think the answer would be obvious. But the TV show tried that, in the pilot and early on, and fell painfully flat. Yes, there were issues of budget and execution, but the main reason Terminator creator James Cameron's action sequences are so effective is that they're powered by a constant evolution of the scenario. The evolving situation is crucial to any form of storytelling, but Cameron is an absolute master of it. Often, his heroes have short-term goals within an action sequence, and the resolution of this goal evolves the situation in a way to give the heroes a new short-term goal, and so on. This is not easy. James Cameron works at it. It takes a huge amount of planning, and even more writing and rewriting, and that kind of thing isn't something a TV show can churn out on a weekly basis, even if it had James Cameron.

(With regard to action, the show eventually settled on a rather magnificent solution: the major action setpieces now take place largely off-screen. In the first season finale, for example, we didn't see Terminator Cromartie's showdown with a SWAT team in loving detail; we saw the SWAT team gear up and go in, and we saw SWAT team guys flying out and into the swimming pool. Most effectively, the camera was in the pool looking up, and so we saw dead SWAT guys fall in, one after another after another. In the penultimate episode of season two, an epic gunfight wasn't seen so much as suggested, with John Connor and a friend running in slow motion from their attackers, gunshots spraying dirt all about them. This turned the action sequences' focus from thrills to suspense, which is a very effective way of dealing with high audience expectations and limited resources.)

A related and surprising difficulty was that dramatizing fights with Terminators turned out to be really hard for a television series to do. Terminators are supposed to be very difficult to defeat without access to futuristic weapons; that's sort of the point. In a movie, that's not hard to do, but in a TV series that sees our heroes going up against Terminators on a regular basis, if one side loses too often or too easily, that side starts to look not so formidable. This meant that one of the biggest problems for a show about fighting Terminators was, er, fighting Terminators.

Just as an example of an advantage the films had over the TV show, consider how heavily the films depend on fake kills for their climaxes. In the first film, Sarah satisfyingly kills the Terminator twice—seriously, both the exploding truck and the pipe bomb in the torso would be perfectly serviceable, and you really believe they could have worked—before putting it down for good with the hydraulic press. And everybody remembers the "Hasta la vista, baby" moment from T2. But the TV series can't do fake kills: to pull it off the show would need to burn multiple unique and believably effective kills per episode, and in a TV season that adds up quick. So the show often made it look too easy for their heroes to bring Terminators down. This decreased the Terminators' effectiveness as bad guys.

And as if all that weren’t enough, the extant premise did not readily suggest a broad variety of stories.

Friedman and company's efforts to grapple with these issues resulted in one of the more remarkable transformations I've seen on a TV show. Sometimes the new efforts were improvements, sometimes they weren't; but they showed a constant will to make the show more effective. John Connor in high school was boring, so John left school, even if it meant that several recurring actors and developing plotlines from first season were dropped and never seen again. The actor playing the Terminator nemesis, Cromartie, wasn't very good; a new coat of synthetic skin solved the problem by permitting the excellent Garrett Dillahunt to take up the role. Actor Richard Jones is one of the show's greatest assets, but shoehorning his character into the Connors' lives was difficult; the show gave him an entirely separate second-season plotline that intersected only occasionally with the Connors but turned into one of the best parts of the series. The writers weren't sure what to do with Summer Glau's "good" Terminator, Cameron, being sufficiently advanced to perfectly mimic humans; so she regressed to become more robotic, because that's more fun. More interestingly, the show began experimenting with different character dynamics and different kind of stories.

Even in its wobbly days, the show had had some excellent bits: in one episode, for example, Cameron comes into contact with a ballerina who finds herself on the wrong side of some very bad guys. The standard trope is that Cameron will play superhero and come to the defense of the guest star. Except that's not how it plays out; once Cameron gets what she needs, she leaves, literally walking right past the very bad guys who are on their way to kill the guest star. The guest star screams, off-camera, and we hear gunshots—and Cameron keeps on walking.

That's a terrific and effective subversion of cliche, but it's only one scene. By contrast, the second-season Cameron-centric episode "Self-Made Man" threw the playbook out the window. The story's focus was a Terminator sent back to the wrong time: instead of arriving here and now, where its task was to assassinate a present-day politician, it wound up in the Roaring Twenties, where it awkwardly blended into society in order to ensure that history would unfold in a manner enabling it to complete its mission. Intercut with the Terminator's story, in the present day, Cameron enlisted the aid of a young librarian named Eric to piece together the story. The episode was too heavy on exposition, but the character work was terrific, and the story was an important part of the show's artistic transition from "find the Terminator, stomp the Terminator" to a more cerebral and curiously intimate drama.

The transition involved multiple character- and-story-related developments. Many involved John Connor, who'd been annoyingly whiny in the first season. The emo hair went, and the series began to focus on John's efforts to become Future John. These efforts often involved John's uncle, Derek Reese (Brian Austin Green, famously of Beverly Hills 90210 and more recently of one hell of a gym), who entered the series early but increasingly was used to add a new dynamic to the Connors' circle, becoming John's role model, Sarah's loyal opposition, and Cameron's nemesis. As time went by, John's relationship with Derek began to change; because John's relationship with Derek was newer than John's with Sarah, he was more able to change it, and so it began to provide opportunities for John to claim his fate, rather than whine about it. Toward the end of the season, he steps up to assert authority over Derek—but the win he gets is only temporary, because Derek outthinks him anyway, and trips John up on his own arguments. This was a much better way of dramatizing John's growth than was making him completely ineffective, as the first season had done.

The show's serious experimentation began over the course of the second season, when Friedman and company really started to roll with the dynamic. In contrast to the first season, which saw the Connors and Reese working as a unit, the heroes' team began to diverge, each of the individuals developing his or her own agenda. This trend carried over into the season's running B-plot, which saw the now-former FBI Agent Ellison running security for corporate head Catherine Weaver (singer-turned-actress Shirley Manson), who was secretly a shapeshifting T-1001. (This is presumably a slightly more advanced model of T2's T-1000; the only difference we've seen so far is that Weaverbot is capable of detaching portions of herself and keeping them in other forms.) The T-1001 has replaced, and is heavily implied to have killed, the real Catherine Weaver, in order to use Weaver's corporation to further the T-1001's own agenda. Unfortunately for the Weaverbot, Weaver had a young daughter, Savannah (the excellent young actress MacKenzie Phillips), whom the T-1001 has inherited and is obliged to keep around as part of her cover. The interactions between the two transitioned between chilling suspense and comedy of manners, with a ruthless killing machine finding herself required to play mommy when she really had much more important things to do—among them, the creation of an AI named John Henry, whose eventual purpose was to replace Skynet or create a kinder, gentler version of it. In an excellent bait-and-switch, the show deliberately refrained from letting the audience in on which of the two it was for as long as possible.

The multiple agendas proved to be a great asset for the show. Suddenly, stories—and character angles within stories—were a lot easier to come up with. Pretty much all the characters were keeping secrets from everyone else in their circle. Sarah kept her suspected illness a secret; Cameron kept her continuing series of malfunctions secret; Derek kept his relationship with his from-the-future lover Jesse (the excellent Stephanie Jacobsen) and his involvement in her plans secret; John's girlfriend Riley (Leven Rambin) kept her true identity as a refugee from the future secret; Jesse, who had brought Riley to the past, kept her own mission secret from Riley, because that mission was to get Riley killed in order to drive a wedge between John and Cameron. On the other half of the show, Ellison kept his knowledge of the Connors secret from Weaver; Catherine Weaver kept her true identity and mission secret; John Henry kept Weaver's true nature secret from Ellison, and Ellison's involvement with the Connors secret from Weaver.

These developments were great almost all around. Rather than being shoehorned together, the characters were split into smaller groups; this resulted in more meaningful screentime, and the show began to be increasingly dominated by relatively lengthy, detail-heavy two-character scenes. Sometimes, this left scenes a little dull and slow-paced, but when it worked—and it did, often—the result was pretty intense, and unlike anything else on the air. There were downsides, though. Though excellent for characterization, the increasing number of storylines and character angles made, and makes, the show harder to get into; somebody coming in mid-second season would have had a very rough time of it. Also, as a variety of characters began to get more airtime, one of the leads wound up unexpectedly shortchanged. Here's how unexpected this was: the character to get shortchanged was the title character, Sarah Connor.

Sarah was frequently marginalized during season two, and became more so as the show went on. Part of this may have been efforts to fix old problems. Many of the structural defects plaguing the show were things that you wouldn't think would be bad. Case in point: Sarah's objective was to keep John safe. Makes sense, right? That's what she's doing in the movies. So when the characters identify a mission and John wants to go kick ass, Sarah doesn't want him to go. Obvious, right? She has to object. No way around that. She wants to keep John out of action.

But here's the catch: the audience wants to see John in action. We want to see our heroes kicking tail; it's sort of the reason we tuned in. John is supposed to be an emerging hero. That's why the other characters are rather in awe of him. But if John never does anything, the audience will wonder: why are they in awe of him? and how will somebody who never does anything ever become somebody so worthy of admiration? There's nothing more irritating than being told how we should feel about a character, so if John isn't active, and just coasts on his future reputation, the audience will come to see that reputation as undeserved. This will then reflect badly on the characters who do admire John. So we don't want to just be told John is great; we want to see some of that John Connor magic. The upshot of all this is that Sarah's efforts to protect John put her in opposition to the audience—which wasn't good for making the audience like her. The new growth of John's character has eliminated this particular problem (in the season finale, John gloriously cuts short the pre-mission discussion by picking up a shotgun and saying, "We all know we're going to go, so let's just go"), but now Sarah is so much less of a focus for the show that it almost could be retitled.

The relative marginalization of the female lead is mitigated by the fact that The Sarah Connor Chronicles generally does a quite good job of presenting a diverse and gender-balanced regular and guest cast. (I don't know if there's a show on TV that does better by its guest stars; the show isn't afraid to give them big, meaty parts to work with, and the casting director has consistently put terrific actors in guest roles.) A smaller part for Sarah isn't as bad as it might be, because many of the most interesting characters on the show are women. Or, in the case of the two Terminator regulars, perform as such. Moreover, The Sarah Connor Chronicles's women are its most important characters, as you'll realize if you think about them in terms of their roles within the narrative. There are two ways a character can go: be a prime mover, whose choices affect the direction of the story, or be significant to another character. The significant character is not important in and of herself, but for what she represents to (usually) the hero; lazy writers often will have some Dire Fate befall her in order to motivate the hero into action. The prime mover, by contrast, sets the rules of the game. The Sarah Connor Chronicles's prime movers consistently have been women.

This season, Sarah moved closer to significant status, while Weaver and Jesse were The Sarah Connor Chronicles's prime movers. Catherine Weaver, who also served as a funhouse mirror reflection of Sarah Connor—like Sarah, Catherine has two children, one biological and one artificial, one of whom she created and one of whom was thrust upon her—drove much of the second season, and Jesse, whose machinations to drive a wedge between John and Cameron led to Riley's death, became one of the best recurring characters the show has yet introduced. Jesse's case is particularly interesting, because her status as a prime mover is really not the kind of thing you'd expect. She's Derek's love interest; they have a history; Derek is a regular and was here first. Clearly, her role is to be a significant for him, right? Nope. She's the prime mover. Derek's main importance this season, by contrast, has been to be significant for John.

Curiously, while the women have determined the course of the show, it is pretty much impossible for the show to pass the Bechdel Test (1. Two women 2. have a conversation 3. that isn't about a man), because all of the women except for Savannah and Catherine Weaver have John Connor as their common bond. The show revolves around his epic fate, so that's hard to get away from. The way the show addresses this problem is to have the women not in awe of John Connor; many of them want to use him as a pawn, to reshape the future into what they want it to be. It's a pretty good way to balance them out with John, and keeps his fate as significant as it should be without diminishing the other characters in comparison.

The most effective portion of the show's transition has been the character work, but the most important in the long run, and the most exciting for me as a science fiction fan, is something that's been relatively understated so far: the TV series has started to make more effective use of time travel than the films ever did. Now that multiple time travelers are coming back from the future, their presence alters the futures from which they came. Which means that if you come back from a Skynet-dominated future, and someone who knows you later follows you back, they will have different memories of your shared past than you do, because your trip to the present may have effects that will alter the future. The show hasn't made the full use of this development that it could, but the implications are bloody marvelous: you can know someone intimately for years, but after a trip in time you don't know whether you remember the same things. It's interesting to speculate how the show will follow up on this. There are any number of possibilities, and it's a testament to the show that I don't know where they might go with it. Most television series make it very clear where they're going to go, and then go there; in the case of Joss Whedon's Dollhouse, for example, every episode talks up Alpha, the Dollhouse's rogue Active; it is obvious that Echo will come face to face with Alpha in the finale, they will fight, Echo will prevail, etc. Sometimes this places the audience in a state of delicious anticipation, growing increasingly excited of the thought of what's to come—although they know, in the broad outlines, pretty much exactly what's coming. Echo fights Alpha; Echo wins. Buffy faces down the Big Bad's threat and saves the world. The problem is that if the individual episodes don't deliver, the foreshadowing will seem rather desperate. "Yes, this is lousy, but get excited for what's coming!" The Sarah Connor Chronicles has taken a different tack. The show doesn't set itself up for one heavily telegraphed ending; it puts itself in a position where it could go any number of different directions, any of which would be entertaining. That affords the show considerable flexibility, but more than that: it's more interesting for the viewer than being spoon-fed what to expect.

The show still wobbles, and it still has dumb bits. Sometimes amazingly dumb. (A favorite recent example: in the season finale, John and Cameron investigate whether Cameron's nuclear power cell is leaking radiation by having John cut Cameron's chest open, reach inside, grab the unit with his bare hands and see if it feels hot. The scene is very well-paced, well-acted, and well-shot, but it's a case of ten out of ten for style, minus several million for endangering the future savior of humanity.) But The Sarah Connor Chronicles is on the right path, and the dogged determination of Friedman and the writers to find out what works makes it interesting and frequently educational to watch, even if the show doesn't always reach its goals. The Sarah Connor Chronicles has failed a lot, but it has pretty consistently failed upwards. And that's almost a more remarkable feat than being great out of the box.

David Hines has been a freelance critic, death investigator, entertainment journalist, forensic scientist, and medical test subject. Not all at the same time.