The second sequel to the 1984 sci-fi action classic, Terminator 3: Rise of the Machines is the first film without the involvement of director James Cameron . Instead, Jonathan Mostow , the man behind Breakdown and U-571 , has stepped in to fill the shoes left vacant by Cameron . In addition, the role of John Connor from the second film has been recast, with In the Bedroom 's Nick Stahl taking over for Edward Furlong . Set ten years after the events of 1991's Terminator 2: Judgement Day , the film finds Connor living on the streets as a common laborer. Sarah Connor, his mother, has since died, and their efforts in the second film have not stopped the creation of SkyNet artificial intelligence network. As he will still become the leader of the human resistance, Connor is once again targeted by a Terminator sent from the future by SkyNet. This new Terminator, T-X ( Kristanna Loken ), is a female and is more powerful than any of her predecessors. To protect Connor, the human resistance sends a new T-101 ( Arnold Schwarzenegger ) back from the future. Also starring Claire Danes , Terminator 3: Rise of the Machines had its world premiere when it showed out of competition at the 2003 Cannes Film Festival . — Matthew Tobey