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Ten years after destroying Cyberdyne Systems,[b] John Connor has been living as a nomad following the death of his mother, Sarah Connor, and fears that the malevolent artificial intelligence Skynet is still hunting him despite a war between humans and machines not happening in 1997, as foretold.

James Cameron had directed and co-written the previous Terminator films. The film rights to the franchise were held by Carolco Pictures and by Cameron's ex-wife and Terminator 2: Judgment Day (1991) executive producer Gale Anne Hurd, who both held 50 percent of the rights.[7] Cameron had sold his stake to Hurd for $1 prior to directing The Terminator (1984).[8] In July 1991, Cameron said that if Terminator 2 was successful, "there may be some economic pressure" to do a sequel.[9] Hurd said that month, "I've always felt the story lent itself wonderfully to being a continuing tale." She believed it was natural that a third film would happen, but was unsure at that time if Arnold Schwarzenegger would reprise his role as the Terminator. Hurd said that for Schwarzenegger to commit to another film, he would have to read a finished script, approve a director, and see if the project fit into his schedule.[10]

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In October 1997, the rights to future Terminator films were auctioned to Vajna for $8 million.[31] Hurd had opposed Vajna's attempt to buy the rights, and had tried unsuccessfully to change Cameron's mind about purchasing the rights.[32] On the night that the rights were auctioned, Vajna contacted Cameron and Schwarzenegger to resolve the situation. Vajna was surprised that Cameron would be upset about the rights being sold, later saying, "What difference does it make to Jim who's financing the movie, a studio or us? His deal would have been the same. Arnold tried to convince Jim over a long period of time to do the film. Arnold felt very loyal."[8] Vajna said that Cameron "felt that we 'stole his baby', even though we're the ones who put it together last time round. So we felt that that was kind of strange and then we went on to do it ourselves."[26]

Cameron said in January 1998 that it was unlikely he would direct Terminator 3.[33] In March 1998, Vajna and Kassar acquired Hurd's half of the Terminator rights for $8 million, to become full owners of the franchise, with plans to proceed on Terminator 3.[5][31] Hurd served as an executive producer on the film.[34] Kassar and Vajna contacted Cameron with the hope that he would direct, but he declined.[35][36] According to Kassar, Cameron was trying to obtain the auctioned Terminator rights for himself at the time that he was asked to direct.[35] Cameron and his company, Lightstorm Entertainment, had considered trying to obtain the 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.[37]

Mostow invited his college classmates John Brancato and Michael Ferris to rework the screenplay;[43] they signed on to rewrite it in June 2001.[57] Sarafian still got a story credit,[34] although much of his draft was rewritten, and scenes were added to make it more of a road movie, fulfilling Mostow's vision for the film.[43] Brancato said there was initial consideration given to ignoring the basic format of the earlier films by removing aspects of time travel and killer machines from the future: "We tried all sorts of wacky scenarios [...] But to be honest it just wasn't working."[58] The idea of a female Terminator was retained from Sarafian's draft,[58] although Mostow disliked Sarafian's idea that the character could turn invisible, saying, "It's not visceral." The film makes a subtle reference to Schwarzenegger's age by depicting his character as an obsolete Terminator compared to the T-X. Mostow said, "It's always great if you can have your protagonist or hero be completely outmatched."[43]

In November 2000, Linda Hamilton said she had turned down an offer to reprise her role as Sarah Connor.[82] Hamilton said in October 2001 that the script did not take her character in any new directions: "The film is really about turning the baton over to Sarah's son John, played by Eddie Furlong. It's Eddie's movie - and Arnold's. It was like a no-win situation for me." She also was dissuaded by the fact that Cameron would have no involvement in the film.[83][84] Hamilton later explained her decision not to reprise her role: "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."[85] When Mostow signed on as director, one of his conditions was that Hamilton reprise her role.[86][79] However, he realized that the character would not have changed much since the previous film and that she would not contribute much to the story, saying later, "Linda Hamilton is too important to the franchise to stick her in as the third wheel." Mostow realized that John Connor would need to be the focus of the story, although the mausoleum scene was added as a way of integrating Hamilton's character into the story as well.[79] Old footage of Hamilton was expected to be used for flashback scenes of Sarah Connor,[87][88] although no such scenes exist in the final film. Mostow said the flashbacks made "a complicated story even more complicated."[5]

"Terminator 3: Rise of the Machines" is made in the spirit of these slick new action thrillers, and abandons its own tradition to provide wall-to-wall action in what is essentially one long chase and fight, punctuated by comic, campy or simplistic dialogue. This is not your older brother's Terminator. It's in the tradition of Thrilling Wonder Stories ; "T2" descended from Campbell's Analog. The time-based paradoxes are used arbitrarily and sometimes confusingly, and lead to an enormous question at the end: How, if that is what happens, are the computer-based machines of the near future created? Perhaps because the plot is thinner and more superficial, the characters don't have the same impact, either. Nick Stahl plays John Connor, savior of mankind, in the role created by the edgier, more troubled Edward Furlong. Stahl seems more like a hero than a victim of fate, and although he tells us at the outset he lives "off the grid" and feels "the weight of the future bearing down on me," he seems more like an all-purpose action figure than a man who really (like Furlong) feels trapped by an impenetrable destiny.

Due to the events shown in Terminator 2: Judgment Day, Judgment Day did not occur as originally predicted. Still not believing that it was completely prevented, John Connor is living "off the grid" in Los Angeles, California with no permanent residence, credit cards, or mobile phone and is working freelance so he can't be tracked. Skynet sends another Terminator, the T-X, back to July 24 2004, Judgment Day, to kill the human resistance's future lieutenants, because Connor could not be located through any information databases. The T-X, later dubbed the "Terminatrix," is armed with a full arsenal of advanced weapons from the future, avoiding the restriction of non-living tissue by carrying them internally, including the ability to control most machines remotely. The T-X, like the T-1000, has the ability to shift appearance, however, unlike the T-1000 the T-X merely has a sheath of mimetic polyalloy over its endoskeleton. The T-X has also been designed and programmed to destroy other cybernetic organisms, thus countering the threat of Terminators being reprogrammed by the Resistance.

After the destruction of Cyberdyne Systems in T2, the US Air Force has taken over the Skynet project as part of its Cyber Research Systems division, headed by General Robert Brewster, Kate's father. In an attempt to stop the spread of a computer supervirus, they activate Skynet, allowing it to invade all of their systems: too late, they discover the virus is Skynet, which has been exerting its control over the global computer network under the guise of the virus. John, Kate, and the Terminator arrive just a few minutes too late to stop them. The T-X programs the T-1 terminators to kill office personnel and protect Skynet, which has become self-aware. Just before General Brewster dies, he tells them that the Skynet system core is in Crystal Peak, a base built into a mountain a short distance away by plane.

As they board a plane to leave, they are attacked by the Terminator, earlier injected with viral nanomachines by the T-X to control it. To avoid killing Connor, he shuts himself down. When they reach Crystal Peak, they are attacked once again by the T-X. Suddenly, a helicopter comes crashing through the front wall and into the T-X. The Terminator has managed to reboot himself and regain control. The T-X detaches its legs after they are crushed beneath the helicopter, quickly crawling after John and Kate. The Terminator manages to catch hold of the T-X, buying John and Kate enough time to get to safety: the Terminator remarks to John that "We will meet again!". With the pair safe, the Terminator shoves its last remaining hydrogen fuel cell in the T-X's mouth with a snide remark of "You are terminated!", destroying both of them in the resulting explosion.

John and Kate discover that the base does not house the Skynet core; it is an old fallout shelter for VIPs that predates John's birth. General Brewster sent them there to protect them from the nuclear holocaust to come. There is no Skynet core; Skynet is software running on thousands of computers throughout the world making Judgment Day unavoidable. Skynet begins a series of nuclear attacks across the world, commencing Judgment Day and starting the war of man versus the machines. Foreshadowing Connor's future leadership role, when the confused military forces and ham radio operators ask for orders, he picks up the radio and takes command, giving orders to the confused survivors. 17dc91bb1f