Terminator 3: Rise of the Machines (commonly abbreviated T3) is a 2003 science fiction film directed by Jonathan Mostow and starring Arnold Schwarzenegger, Nick Stahl, Claire Danes, and Kristanna Loken. It is the sequel to The Terminator (1984) and Terminator 2: Judgment Day (1991).

Its release date within the United States was July 2, 2003.

This film was Arnold Schwarzenegger's final starring role before becoming Governor of California, after being elected in the 2003 California recall. In order to ride a wave of publicity focused on Schwarzenegger, the DVD release of this movie was scheduled several weeks after the election.

The TV release began in late 2004 in the United States with all official international TV releases completed by March 2005.

Tagline: The Machines Will Rise.

In the absence of the previously scheduled Judgment Day, John Connor has gone from messiah to burn-out and is wandering aimlessly around Southern California. Unfortunately, it seems the apocalypse was only delayed, not prevented, by his actions in the second movie. The United States Air Force has taken over the Skynet project where Cyberdyne (rechristened as "Cyber Research Systems") left off, presumably (although it is never said) by using data backups that were not destroyed in the second film. Unable to locate Connor, who is now living "off the grid", Skynet sends another advanced new Terminator, the T-X, back in time to eliminate his future lieutenants, and (hopefully) locate and kill John in the process.

As with Terminator 2: Judgment Day, a reprogrammed Terminator, a Cyber Research Systems Model 101, Series 850, (played by Schwarzenegger) has been sent back in time to protect John as well as his future wife, Kate Brewster, from the T-X, later dubbed the "Terminatrix".

In a plot twist, this particular model of T-850 reveals that he is in fact the murderer of John Connor in the distant future and that his wife reprogrammed him for the mission. This plot point serves to illustrate the complete lack of both emotion and personal will that the machines possess. Another twist to the formula of the previous films is that the T-X is armed with a full arsenal of advanced weapons from the future: in the first two films, the point is made that nothing but living tissue can be sent backwards through time, so time travel by humans requires they be naked and without weapons. Although a Terminator is a metal robot, it is surrounded by living tissue (the T-1000 Terminator in T2 is all-metal, but it is never revealed on-screen in exactly what manner the T-1000 arrived). The T-X expands on this principle by having internal weapons, thus enabling them to be transported back in time.

In the end, Brewster's father, an Air Force officer heading up the Skynet project, tricks Connor and his daughter into taking cover from the impending Skynet nuclear attack in a Cold War era VIP bomb shelter ("Crystal Peak"), by making them believe that it is where the Skynet mainframe is located. The revelation that Skynet is in fact a distributed computer program serves to update the film to modern technology which was deemed too obscure to be used in the original film. In a nihilistic turn, the main characters are unable to avert Judgment Day and Skynet succeeds in triggering a nuclear apocalypse, paving the way for the Machines' rise to power.

It has been argued that Skynet would be unable to continue to operate after the nuclear weapons explode because of electromagnetic pulse (EMP) emission. It has also been argued that Skynet would be unable to continue to operate because -- being a distributed system, much like the SETI@home project -- obliterating the computer systems it was using and the networks that connected them through full-scale nuclear warfare means that Skynet is in effect committing suicide. A line from the movie provides support for this hypothesis, when John Connor states in his closing monologue "Skynet was everywhere," and proceeds to list multiple types of public and private systems. However in the original Terminator film, Kyle Reese informs Sarah that the main defense network computer was 'smashed' and that the human resistance had won. This is a direct contradiction to John Connor's assertion at the end of Rise Of The Machines that Skynet was simply software and not a computer. Although, John Connor could have meant "software" as in a program, which could have essentially been inside the computer Kyle Reese was talking about. Another possibility that reconciles the aforementioned issues is that following the nuclear war, the remaining computers --the probability that every computer on Earth be destroyed by EMP is very low if only two thirds of the world population were killed-- 'infected' with Skynet began to consolidate and form the single, central entity Reese spoke of. The underlying problem with this theory is that if the underlying network is destroyed they would be unable to communicate with each other.

Another criticism is the change from different resolutions of the Grandfather paradox. The second movie made specific mention that the future could be changed. Some people say that if the future could not be changed, then Skynet would have never sent a Terminator back in time because it would be futile; and in T2, specific mention is made of changing the future with the destruction of Cyberdyne Systems Corporation and Terminator parts, ending narration. However since no one fully knows how Skynet actually works, one could very well argue that Skynet is incapable of understanding, that sending Terminators back in time to change the future is futile. Also, a deleted alternate ending portrays a different future, where Skynet never exists. This alternate ending is still present in the T2 novel. In T3 a restricted action resolution is integrated into the plot in which the future can never be changed so that Skynet and the acts of time travel do not occur. This doesn't contradict the previous movies because the future cannot be changed. It does contradict the T2 book which had an optimistic ending, but not the movies.

Although a solid financial success, many hardcore followers of the series believe Terminator 3 fell flat attempting to rewrite or rehash plot points and meanings behind the Terminator mythology, painstakingly established by director, James Cameron in the previous films. The phrase, "No fate but what we make", serves no purpose or truth in this installment of the series, ignoring the notion put forward in the original film that Kyle Reese (Michael Biehn) comes from "one possible future". Some hardcore fans even consider the film "non-canonical" simply because it was not written and directed by Cameron.

Another criticism of the film was its lack of humanity, and character depth as opposed to the previous films. While previous installments heavily focused on human frailty and emotions, Terminator 3 lacks complex characters and instead attempts to compensate by piling action on top of action. And on top of that, the Films' original scores (composed by Brad Fiedel for T1 and T2) was replaced by another score and composer, Marco Beltrami. With the efforts made by Brad Fiedel to compose a score which sounded threatening and metallic, with different themes (for T-1000 and the T-800) some fans were disappointed that a soundtrack of equal depth was not featured. To continue with Brad Fiedel - James Cameron and Brad Fiedel worked together in depth to create the overall sound of the previous films, and both collaberated to the feel of the introduction sequences of T1 and T2. In T3 however, there is no title sequence or opening title theme, nor is there The (already famous and recognisable) Terminator theme music. However, the original theme music was recomposed for the end credits for T3.

Yet another criticism comes from the fact that, in an attempt to reach a wider audience, the films rating was lowered. This meant that the violence that made the previous films a success had to be toned down to fit in with the age brackets, which proved unpopular with some fans.

There was also argument over the inconsistency of T3 with the second film. T2 makes specific mention that there is no set future, as it depends on free will. In T2, specific mention is made of eliminating the existence of SkyNet through the destruction of Cyberdyne technology and all remnants of the first and second T-800's. Director James Cameron even had an alternate ending for T2 which portrays a non-apocalyptic, peaceful future in which SkyNet never and no longer exists, proving that human choices, and not fate, determine the future. Although T3 reveals a plot twist by stating that the events in T2 didn't change the future (Judgment Day and the ensuing wars), but only delayed it, it never specifies how SkyNet still comes to be developed if its existence has apparently been wiped out already. This resulted in a variety of plot holes, and was cited as evidence that T3 was made solely for profit, rather than continuing the Terminator storyline. T3 does not contradict the first film, however, in which there is only a single line of time in which all events occur - the events of the film happen because of what happens later, and history is not altered by the interaction. Some argue then that the third film merely redresses the balance and allows the events of the first two films to take place - if there had been no judgement day, then the paradox is generated where there are no terminators/protectors to come back through time and make that eventuality occur. With little in the way of contradiction, T3 at least smooths out this dilemma.

Another argument was that there was no need to make any more Terminator films, as T2 concludes the Terminator saga perfectly. Even though Cameron was offered to direct T3 himself, he refused as he made the claim that the entire story is already told after T2. Everything is already solved by the conclusion of T2, and the ending especially is very profound. Thus, the altering/continuing of the story in T3 was considered unnecessary.

Others, while agreeing that T3 was behind T2 and T1 in terms of quality, have praised the film for continuing the story and essentially setting up the final part of the series if and when it is filmed. T3, in their opinions, provided a balance to the power of free will presented by the characters of the earlier films, arguing that in the real world both free will and fate co-exist. This was even true in the first movie where John Connor sending Reese back in time essentially created him in the first place. They say that T3, rather than contradicting the first film, provided a balance.

Another view of the film shows that unless there was a nuclear holocaust and ensuing war, there could never have been homicidal machines programmed in a post-apocalyptic warzone to kill a survivor. The future of Kyle Reese is "one possible future," and it's not the future coming, since he mentioned that Sarah survived the war, and because of the actions of the characters, she died before the war. The film ties up the utterly paradoxical nature of the second installment. The future of the second film was "one possible future," as Judgment Day passed without event. Even the alternate ending agrees with the third movie.