Spy Kids 3-D: Game Over
Theatrical release poster
Directed by	Robert Rodriguez
Written by	Robert Rodriguez
Based on	Spy Kids by Robert Rodriguez
Produced by	Elizabeth Avellán Robert Rodriguez
Starring	Antonio Banderas Carla Gugino Alexa Vega Daryl Sabara Ricardo Montalbán Holland Taylor Mike Judge Cheech Marin Sylvester Stallone
Cinematography	Robert Rodriguez
Edited by	Robert Rodriguez
Music by	Robert Rodriguez
Production company	Troublemaker Studios[1]
Distributed by	Dimension Films[1]
Release dates	July 13, 2003 (2003-07-13) (Paramount Theatre) July 25, 2003 (2003-07-25) (United States)
Running time	84 minutes[2]
Country	United States
Language	English
Budget	$38 million[3]
Box office	$197 million[3]

Spy Kids 3-D: Game Over (also known as Spy Kids 3: Game Over) is a 2003 American spy action comedy film co-produced, written, shot, edited, composed, and directed by Robert Rodriguez. It is the sequel to Spy Kids 2: The Island of Lost Dreams (2002) and the third installment in the Spy Kids film series. The film stars Antonio Banderas, Carla Gugino, Alexa Vega, Daryl Sabara, Ricardo Montalbán, Holland Taylor, Mike Judge, Cheech Marin, and Sylvester Stallone.

Spy Kids 3-D: Game Over premiered at the Paramount Theatre in Austin, Texas on July 13, 2003, and was released in the United States on July 25, by Dimension Films.^[1] Despite mixed reviews from critics, the film grossed over $197 million worldwide against a production budget of $38 million, becoming the highest-grossing film in the series.

Though this was initially intended to be the final installment in the Spy Kids film series, it was eventually followed by a fourth film, Spy Kids: All the Time in the World, in 2011, and a fifth, Spy Kids: Armageddon, in 2023.

Over a year after the events of the second film, Juni Cortez has retired from the OSS and now works as a private detective. One day, he is contacted by President Devlin, the former head of the OSS, who informs him that his sister, Carmen Cortez, is missing, forcing him to return.

At the OSS, Juni is reunited with a now-reformed Donnagon Giggles and his wife Francesca, who explain that Carmen is stuck in a game due to the Toymaker, a former OSS informant who was imprisoned in cyberspace. He has since created Game Over, a virtual reality-based video game which he intends to use to take control of children's minds and the world's youth. Juni must venture into the game, save Carmen who is stuck on level 4, and shut down the game.

In the game, Juni finds the challenges difficult and meets three beta testers, Francis, Arnold, and Rez. Having already lost two of his nine lives, he receives the opportunity to bring in an ally for assistance and chooses his wheelchair-using grandfather Valentin, who shares a personal history with the Toymaker. Valentin receives a robotic bodysuit, allowing him to walk and possess superhuman strength. Searching for the entrance to Level 2, Juni ventures into a robot battle arena where he fights a girl named Demetra. He receives a robotic suit and loses another life, but is able to defeat her.

The beta testers believe that Juni is a player named "The Guy" who can supposedly beat the "un-winnable" Level 5. Rez challenges Juni to a race that will allow them to proceed to Level 3. Juni wins the race, and Demetra joins them; she and Juni display romantic feelings for each other, with him gifting her extra lives meant for him and her providing him with an illegal map of the game. Upon entering Level 3, Arnold and Juni are forced to battle. Juni loses almost all of his lives, but Demetra swaps places with him and is defeated, getting a Game Over. Juni is upset, but his grandpa reminds him not to fall in love with a game.

At Level 4, Juni reunites with Carmen. Carmen tells Juni that the Toymaker is the reason their grandfather uses a wheelchair. Fearing that Valentin might seek revenge and release the Toymaker, Donnagon attempts to prevent the group from reaching Level 5 but fails. As the other gamers start to suspect Carmen and Juni of being deceivers, the real Guy appears, gives a rousing speech, and confidently walks into Level 5, only to enter a trap, which instantly depletes all of his lives, giving him a Game Over.

Demetra inexplicably returns, and Carmen identifies her as "The Deceiver," a program used to mislead players; she is not a real person. Demetra apologizes to Juni before the Toymaker attacks them with giant robots, intending to keep them trapped in the game forever. Demetra helps the group escape back into the real world. Upon return, it is revealed that Valentin has released the Toymaker into the real world with them; the villain's giant robot army attacks the city.

Juni and Carmen summon their family to help but with too many giant robots to handle, Juni, remembering Gerti Giggles telling him that everyone is his family, calls out for everyone to help; this summons Fegan Floop, Minion, the robot children, Dinky Winks and his son, Romero, Gary Giggles, and Gerti. The giant robots are destroyed. Valentin confronts The Toymaker and forgives him for the accident he caused. The Toymaker, having only wanted Valentin's forgiveness, shuts down his giant robot and joins the rest of the Cortez family and their friends in celebrating.

Additionally, Salma Hayek appears as Francesca Giggles, the wife of Donnagan who is keeping him in line after what happened in the last film as she was also mentioned that she dislikes some of his actions; Steve Buscemi appears as Romero, a scientist and creator of the hybrid animals who assists the Cortez family in the climax; Bill Paxton appears as Dinky Winks, the owner of the theme park Troublemakers who assists the Cortez family in the climax; George Clooney appears as Devlin, the President of the United States who was later impersonated by Toymaker; Elijah Wood appears as The Guy; Selena Gomez appears as a water park girl that Juni told the reason on why there's no water in the theme park; Glen Powell appears as a long-fingered boy; and James Paxton appears as Dinky Winks Jr., the son of Dinky Winks who accompanies his father in the climax and witnesses him branding one of Toymakers' giant robots.

Filming took place from January 10, 2003, to April 2003.^{[citation needed]}

Green screen was widely used, with about 90% of the film being green screen footage.^[4][5]

Professional ratings

Review scores
Source	Rating
AllMusic	link
Filmtracks
SoundtrackNet

The film score was composed by Robert Rodriguez and is the first score for which he takes solo credit. Rodriguez also performs in the "Game Over" band, playing guitar, bass, keyboard, and drums, including the title track, "Game Over", performed by Alexa Vega.^[6]

All selections were composed by Rodriguez and performed by the Texas Philharmonic Orchestra, conducted by George Oldziey and Rodriguez.

1. "Game Over" (vocals by Alexa Vega)
2. "Thumb Thumbs"
3. "Pogoland"
4. "Robot Arena"
5. "Metal Battle"
6. "Toymaker"
7. "Mega Racer"
8. "Programmerz"
9. "Bonus Life"
10. "Cyber Staff Battle"
11. "Tinker Toys"
12. "Lava Monster Rock"
13. "The Real Guy"
14. "Orbit"
15. "Welcome to the Game"
16. "Heart Drive" (performed by Bobby Edner and Alexa Vega)
17. "Game Over (Level 5 Mix)" (performed by Alexa Vega)
18. "Isle of Dreams (Cortez Mix)" (performed by Alexa Vega)

• Tracks 17–18 produced by Dave Curtin for DeepMix.

The film was released via VHS and DVD on February 24, 2004, by Buena Vista Home Entertainment (under the Dimension Home Video banner). The film's 3-D effect was not removable on the DVD release, but a 2D version (Spy Kids 3: Game Over) was available on a second disc, and on television airings. In April 2011, the film was re-released on DVD, but only in 2D and named Spy Kids 3: Game Over.

The 2D version was released via Blu-ray on August 2, 2011.^[7] On December 4, 2012, Lionsgate released the 3D version as a double feature with The Adventures of Sharkboy and Lavagirl on Blu-ray 3D.^[8]

Spy Kids 3-D: Game Over opened theatrically on July 25, 2003, in 3,344 venues, earning $33,417,739 in its first weekend and ranking first at the North American box office. It is the series' highest-grossing opening weekend.^[9][10] The film ended its run on February 5, 2004, having grossed $111,761,982 domestically and $85,250,000 internationally for a worldwide total of $197,011,982, making it the best-performing film in the series.^[3]

Spy Kids 3-D: Game Over received mixed reviews from critics. Review aggregation website Rotten Tomatoes gives the film a 45% approval rating based on 143 reviews, with an average rating of 5.42/10. The website's critical consensus states "The movie will be found wanting if one is not taken in by the 3-D visuals".^[11] Metacritic reports a 57/100 rating based on 30 critics, indicating "mixed or average reviews".^[12] Audiences polled by CinemaScore gave the film an average grade of "B+" on an A+ to F scale.^[13]

Bob Longino of the Atlanta Journal-Constitution wrote that "the 3-D process will hurt your eyes. The onscreen characters, who also wear 3-D glasses, even say so when it's time to take them off". However, he also stated that it helped mask what he deemed as an overall lack of a story.^[14] Jim Lane of Sacramento News and Review called the 3D scenes "murky and purple like a window smeared with grape jell-o".^[15] Roger Ebert gave the film one and a half stars out of four, suggesting that perhaps Rodriguez was held back by the film's technical constraints. Ebert also admitted to showing disdain for the 3D gimmick, saying that the picture quality with the 3D glasses is more murky and washed out than the crisper and more colorful 2D films.^[16] Mick LaSalle of the San Francisco Chronicle noted Carmen's absence for much of the film and criticized the plot's repeated scenes of Juni attempting over and over again to reach Level Five.^[17] Kimberly Jones of the Austin City Chronicle praised the visuals but called the plot twig-thin and stated that the parents' near absence in the story makes Rodriguez's continuing theme of family ties seem much less resonant than in the other films.^[18]

For his performance as The Toymaker, Sylvester Stallone earned a Golden Raspberry Award for Worst Supporting Actor at John J. B. Wilson's 2003 Golden Raspberry Awards ceremony.

After the release of the film, there were plans of an sequel for a Late 2004 release, with Josh Hartnett eyed as the main villain, but it never went into pre-production and was simply an idea.^[19][20][21]

The film was eventually followed up in 2011 by a fourth film in the series, Spy Kids: All the Time in the World.

Talk Miramax Books released a novelization of the movie in June 2003. The novel was written by the children's book author Kitty Richards. The posters and end of the credits even say "Read the Talk/Miramax Books", telling the viewers to read the print retelling.

Two tie-in video games for the movie were released. One for the Game Boy Advance developed by Digital Eclipse,^[22] and one for Microsoft Windows developed by InLight Entertainment.^[23]

In "The Never-Ending Stories" episode of the animated TV series American Dad (Season 15, Episode 9), CIA agent Stan Smith tells the class he is teaching that he is the only contributor to the Wikipedia article on Spy Kids 3-D: Game Over.

Wikiquote has quotations related to Spy Kids 3-D: Game Over.

• Official website
• Spy Kids 3-D: Game Over at IMDb
• Spy Kids 3-D: Game Over at the AFI Catalog of Feature Films
• Spy Kids 3-D: Game Over at Box Office Mojo
• Spy Kids 3-D: Game Over at Rotten Tomatoes
• Spy Kids 3-D: Game Over at Metacritic