Terminator 3: Rise of the Machines (often promoted as T3) is a 2003 American science fiction action film directed by Jonathan Mostow and starring Arnold Schwarzenegger, Nick Stahl, Claire Danes, and Kristanna Loken. It is the third installment in the Terminator film series*film series]]ing 1991's Terminator 2: Judgment Day involve James Cameron, who directed and wrote the first two films. After Skynet fails to kill Sarah Connor before her son John Connor (Stahl) was born, and also failed to kill John as a child, Skynet now sends another Terminator back in time known as the T-X (Loken) in an attempt to wipe out as many human resistance officers as possible, including John's future wife Kate Brewster (Danes), but not John himself, as his whereabouts are unknown to Skynet. John's life is placed in danger when the T-X finds him while pursuing Kate. The Resistance has also sent their own Terminator (Schwarzenegger) back to protect them.

Terminator 3: Rise of the Machines premiered in West Hollywood on June 30, 2003, and was released on July 2, 2003 by Warner Bros. Pictures in North America and by Columbia Pictures internationally. It grossed over $433.4 million worldwide over its $187.3 million budget and was followed by a sequel, Terminator Salvation

Ten years after the events of Terminator 2: Judgment Day, John Connor has been living off-the-grid in Los Angeles following the death of his mother, Sarah Connor. Although a war between humans and Skynet's forces did not begin in 1997, as foretold, John still fears it. He rejects his fate as humanity's savior and hides from Skynet. Unable to locate John in the past, Skynet sends a new model of the Terminator called the T-X to John's present time period to instead kill other members of the future Human Resistance. The Resistance again sends a reprogrammed Terminator (the T-101) to protect the T-X's targets, including John and his future wife, Kate Brewster.

After killing several other targets, the T-X locates Kate and John at an animal hospital, where Kate works.

They escape with the T-101's help.

The T-101 takes them to a mausoleum where John's mother is supposedly interred. Inside her vault, they find a weapons cache left at Sarah's request in case Judgment Day occurred. Police arrive and a gun battle ensues. The T-X also chases them, but they escape. The T-101 reveals that John and his mother's actions only delayed Judgment Day, and that its plan is to drive John and Kate to Mexico to escape the fallout when Skynet begins its nuclear attack at 6:18 p.m. John orders the T-101 to take Kate and him to see Kate's father, a U.S. Air Force general who, in the present, is supervising the development of Skynet. The T-101 agrees to take them at Kate's request. The T-101 reveals that it killed John on July 4, 2032; Kate sent it back after having it captured and reprogrammed, and she is the only one who can give it orders.

Meanwhile, at a USAF base, General Brewster faces pressure from the Chairman of the Joint Chiefs of Staff^[1] to activate Skynet to stop an anomalous computer virus of unknown origin from invading servers worldwide; he is unaware that the virus is actually Skynet establishing control over them. John and Kate arrive too late to stop Skynet from being activated, and its machines begin attacking Brewster's staff. Brewster is wounded by the T-X. Before dying, he gives Kate and John the location of what John believes is Skynet's system core. John and Kate head for the tarmac to take General Brewster's single-engine plane; their destination is Crystal Peak, a military base built inside the Sierra Nevada. After a battle, the T-X severely damages the T-101, then reprograms it to kill John and Kate. The T-X pursues John and Kate through the military base, but it becomes trapped when a particle accelerator is activated and the magnetic field bonds the T-X to the accelerator. The T-101, unable to control its outer functions but still consciously aware, attempts to stop John and Kate. After John convinces it to reject the T-X's control, the T-101 deliberately shuts its corrupted system down, enabling John and Kate to escape. Shortly after they leave, the T-101's system reboots.

After John and Kate reach Crystal Peak, the T-X arrives by helicopter.

Before it can attack, the rebooted T-101 arrives in a second helicopter and crashes into the T-X, crushing it.

The T-X pulls itself from the wreckage and attempts to drag itself inside the bunker to follow John and Kate.

The T-101 holds the bunker door open long enough for John and Kate to lock themselves inside, then uses one of its hydrogen fuel cells to destroy both itself and the T-X.

John and Kate discover that the facility is not Skynet's core, but rather a nuclear fallout shelter and command facility for government and military officials. Skynet has no core and it has become a part of cyberspace after becoming self-aware. Judgment Day begins as Skynet fires nuclear missiles across the world, starting a nuclear holocaust that kills billions. John and Kate begin receiving radio transmissions on the emergency equipment; John tentatively assumes command by answering radio calls, and they reluctantly accept their fate.

Jay Acovone portrayed an LAPD Officer. Kim Robillard and Mark Hicks portrayed Detective Edwards and Detective Bell. In the film's dialogue Bell is identified correctly, however in the film's end credits his name is listed as "Detective Martinez". One of Schwarzenegger's stunt doubles, Billy D. Lucas, portrayed a civilian who has his car accidentally wrecked by John.

In November 1995, Terminator 2: Judgment Day developer Carolco Pictures filed for bankruptcy protection, and its assets were bound to a liquidation auction.^[5][6] These included 50% of the Terminator franchise rights, as the other half remained with The Terminator producer Gale Anne Hurd.^[7] By the end of 1995, James Cameron, who directed the previous Terminator films, wanted to direct a third film with the involvement of 20th Century Fox.^[8] Cameron's 3D film ride, Terminator 2 3-D: Battle Across Time, was opened in 1996. The project reunited the main cast of Terminator 2: Judgment Day, and had prompted Cameron to begin writing a script for a Terminator 3 film. However, such a film would not be ready for a few years as Cameron was busy working on Titanic.^[9]

The new Terminator film would have actor Arnold Schwarzenegger returning in the starring role as the title character. During 1997, Fox spent nine months negotiating with Cameron, Schwarzenegger, and Hurd, the latter in regard to her share of the franchise rights. Fox also planned to purchase Carolco's share of the rights, and intended to make the new Terminator film on a budget similar to its predecessor, approximately $95 million. However, it was determined that the film could not be made on the intended budget when considering the additional cost of purchasing Carolco's rights.^[10]

By October 1997, the budgetary concerns and Cameron's troubled post-production of Titanic for Fox led them to abandon the Terminator project and not pursue the rights. Cameron had given his approval for Hurd and Schwarzenegger to make another Terminator film without his involvement,^[10] although Schwarzenegger did not want to make the film without Cameron,^[10][11] and initially refused to star in the third film. Over time, Schwarzenegger would continue trying to persuade Cameron to be involved in the new film. In 2003, Cameron said that he felt he had already told the whole story with his first two Terminator films, something that he came to realize during the post-production of Titanic. Nevertheless, feeling that the Terminator character was as much Schwarzenegger's as it was his own, he eventually advised Schwarzenegger to do the third film without him, saying, "If they can come up with a good script and they pay you a lot of money, don't think twice."^[11] Cameron would later state in 2013 that he refused to direct or produce Terminator 3 because he disliked the idea of working from somebody else's script in a story he originated.^[12]

In October 1997, the rights to future Terminator films were auctioned to Carolco co-founder Andrew G. Vajna for $8 million.^[7] Hurd had opposed Vajna's attempt to buy the rights, and had tried unsuccessfully to change Cameron's mind about purchasing the rights.^[13] In March 1998, Vajna and fellow co-founder Mario Kassar acquired Hurd's half of the Terminator rights to become full owners of the franchise, with plans to proceed on Terminator 3.^[7] Kassar and Vajna contacted Cameron with the hope that he would direct, but he was not interested.^[14] Cameron and his company, Lightstorm Entertainment, had considered trying to obtain the auctioned Terminator rights, but ultimately chose not to do so; it was estimated that acquiring the rights and paying Schwarzenegger to reprise his role could cost up to $100 million.^[15]

Kassar and Vinaj founded C2 Pictures in 1999, and hired screenwriter Tedi Sarafian for the film, along with David C. Wilson for a possible fourth installment.^[16] Sarafian's script featured John Connor working in a dot-com company when a female Terminator that could turn invisible arrives from the future.^[17] Jonathan Mostow signed as the director in March 2001.^[18] Feeling dissatisfied with Sarafian's script, Mostow invited his college classmates John Brancato and Michael Ferris to rework the screenplay over a whole year. Sarafian still got a story credit.^[17]

In December 2001, several companies were competing for the rights to Terminator 3, which had an expected cost of approximately $165 million. The cost would include paying off the debts of Carolco, as well as a $5 million salary for Mostow and a $30 million salary for Schwarzenegger.^[19] Warner Bros. won the rights later that month, with filming scheduled to begin in April 2002.^[20][21] The film's production budget was initially set at $169–170 million,^[22][23] making it the most expensive film ever to be greenlit at the time.^[20][21][24] Budget statements for the film put the final cost at $187.3 million (or $167.3 million excluding the production overhead).^[25][26] Schwarzenegger received a salary of $29.25 million, plus 20 percent of the profits,^[25] although he agreed to defer part of his salary in order to prevent the relocation of the set to Vancouver, British Columbia, from Los Angeles.^[27]

In July 2000, it was announced that Schwarzennegger would reprise his role.^[28] That November, Linda Hamilton said she had turned down an offer to reprise her role as Sarah Connor.^[28] Hamilton later explained her decision by saying: "They offered me a part. I read it and I knew my character arc was so complete in the first two, and in the third one it was a negligible character. She died halfway through and there was no time to mourn her. It was kind of disposable, so I said no thank you."^[30]

When Schwarzenegger was called into Kassar and Vajna's office in April 2001, he did not expect them to bring up Terminator 3 given the film's long stint in development hell. Instead, he wanted to talk to the producers about his political interests, including a potential candidacy as Governor of California in the 2002 election. However, pre-production was rolling along, with the screenplay nearly finished and set deals for both merchandising and distribution. Schwarzenegger postponed his gubernatorial plans, which eventually came into fruition with the 2003 California gubernatorial recall election. Instead, the actor combined production of the film with the promotion of Proposition 49, which advocated increased extracurricular activity in California schools. At times Schwarzenegger even received politicians, journalists, and potential financial backers of the proposition on the film set.^[31]

In early 2002, Kristanna Loken and Nick Stahl were cast as the T-X and John Connor respectively.^[32][33] Edward Furlong, who played John Connor in Terminator 2: Judgment Day, was reportedly not asked to reprise his role in Terminator 3 because of a substance abuse problem. Furlong stated "I don't know [what happened]. It just wasn't the time. I was going through my own thing at the point in my life – whatever, it just wasn't meant to be".^[34] Stahl did not aim to impersonate Furlong's earlier performance. For her role, Loken underwent months of training involving weights, fighting, and weapons. She also took a mime movement class to perfect her character's robotic movements.^[35] Sophia Bush was originally cast as Kate Brewster, but was replaced by Claire Danes in May 2002, a month into filming. Mostow felt that Bush's appearance and performance seemed too youthful for the role.^[36][37] Danes began filming the day after she was hired.^[38]

Filming began on April 15, 2002.^[36] Initially, Mostow was somewhat hesitant about following Cameron's footsteps as director,^[14][39] but he eventually put aside such concerns and later said, "Everyone will see this movie and make comparisons, but I can't control any of that."^[39] Schwarzenegger missed working with Cameron and initially did not have the same kind of confidence in Mostow as filming began. However, during the first week of filming, Schwarzenegger became convinced that Mostow was an adequate choice.^[14][39] Filming was underway in California in July 2002, with approximately three months of shooting left.^[35] The film features more than 600 special-effects shots.^[39]

The film earned a worldwide gross of $433 million,^[3] 17% less than Terminator 2: Judgment Day's worldwide gross of $519.8 million,^[40] not adjusting for inflation.

Terminator 3: Rise of the Machines received generally favorable reviews from critics. The review aggregator website Rotten Tomatoes reported a 69% approval rating with an average rating of 6.6/10 based on 205 reviews. The website's consensus reads, "Although T3 never reaches the heights of the second movie, it is a welcome addition to the Terminator franchise."^[41] On Metacritic, the film received a score of 66 out of 100, based on 41 critics, indicating "generally favorable reviews."^[42] Audiences polled by CinemaScore gave the film an average grade of "B+" on an A+ to F scale.^[43]

Shortly after the film's release, Cameron described the film as "in one word: great",^[44] but after the release of the fourth film, Terminator Salvation, Cameron stated he felt his first two films were better than either of the later films.^[45] A. O. Scott of The New York Times said the film "is essentially a B movie, content to be loud, dumb and obvious".^[46] Roger Ebert gave the film two-and-a-half stars, remarking "Essentially one long chase and fight, punctuated by comic, campy or simplistic dialogue."^[47]

Marco Beltrami composed the musical score, which still employed the series' leitmotif by Brad Fiedel.^[50] The film's soundtrack was released by Varèse Sarabande on June 24, 2003:

All music composed by Marco Beltrami except "The Terminator" and "I Told You".

Songs that are not included on the soundtrack album

Several video games were based on the film. An action game called Terminator 3: Rise of the Machines was released by Atari for Xbox, PlayStation 2, and Game Boy Advance. The game was poorly reviewed, with a 39% average on GameRankings for the PS2 version.^[52] A first-person shooter titled Terminator 3: War of the Machines was released for the PC.^[53] A third game, titled Terminator 3: The Redemption, was released for Xbox, PlayStation 2, and Nintendo GameCube.^[54]

The film was followed by a sequel in 2009 entitled Terminator Salvation, a post-apocalyptic film set in the year 2018.^[55]