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Spy Kids 3-D: Game Over (Spy Kids 3: Game Over on Disc 2 of the DVD release, Pay-Per-View and pay channels, as well as TV airings) is a 2003 action/adventure family film directed by Robert Rodriguez and the third film in the Spy Kids Series. It was released in the United Statesmarker on July 25, 2003. The film featured the return of many cast members from the past two films, although most were in minor roles and cameo appearances. The film was to be the last in the trilogy, but director Robert Rodriguez is currently writing a Spy Kids 4 due out in either 2011 or 2012.


Juni Cortez, a former agent of the OSS, now works as a private detective but gets little profit for his work. He is contacted by the OSS and informed that his sister, Carmen Cortez, is missing. He is reunited with Donagan Giggles and his wife Franchesca, who explain that Carmen was captured by a villain named the Toymaker. The Toymaker was imprisoned in cyberspace by the OSS, but he has since created a virtual reality-based video game named "Game Over" which he intends on using to escape cyberspace via players that reach the unbeatable Level 5. Juni agrees to venture into the game, save Carmen, and shut down the game.

In the game, which takes place in a full 3D environment, Juni finds the challenges difficult. He meets three beta-testers, Francis, Arnold and Rez, who launch him to the moon so that they'll have less competition on the way to Level 5. On the moon, Juni receives an opportunity to bring in a fellow ally to assist him, selecting his grandfather Valentin, who has been looking for the Toymaker for years. He receives a power-up which gives him a robotic suit allowing him to walk. Juni ventures into a robot battle arena where he fights a girl named Demetria in order to return to Earth and Level 2. He meets the beta-testers again who believe he is a player named The Guy who can beat Level 5. Rez is unconvinced and challenges Juni to a race involving a multitude of different vehicles. Juni wins the race with help from Valentin, and Demetria joins the group, she and Juni displaying romantic feelings for each other. Arnold and Juni are forced to battle each other, the loser getting an immediate game over. Demetria swaps places with Juni and is defeated, seemingly getting a game over, much to Juni's sadness.

The group get to Level 4 where Juni finds Carmen, released by the Toymaker, who leads the group on. Juni follows a map given to him by Demetria to a lava-filled gorge. The group surf their way through the lava but Donagan attempts to prevent them from reaching Level 5 to save them, but this fails. Outside the door to Level 5, the real "Guy" appears and opens the door only to get a game over by an electrical shock. Demetria appears, claiming to have got back into the game via a glitch but Carmen identifies her as The Deceiver, a program used to fool players. Demetria confirms this and apologises to Juni. The Toymaker attacks the group with giant robots, Demetria shedding a single tear and shutting the game down so Juni and the others can return to reality. However, it is revealed that Valentin released the Toymaker, the villain's army of robots attacking a nearby city.

Juni and Carmen summon their closest family members: Parents Gregorio and Ingrid, Gregorio's brother Machete, their Grandma, and Uncle Felix. With too many robots to handle, Juni calls out to their "extended" family, summoning characters from the first two films (including Fegan Floop and Alexander Minion, Dinky Winks and his son, scientist Romero, and Gary and Gerty Giggles). The robots are destroyed except the Toymaker's. Valentin confronts Sebastian the Toymaker and reveals that it was he who put him in the wheelchair, but forgives Sebastian the Toymaker for his actions, which is why he was searching for him all those years. Sebastian the Toymaker shuts down his robot and joins the rest of the Cortez family and their friends to celebrate their family.


Rodriguez, who says he plays "a lot of games" with his children, thought up the core concept and storyline involving a virtual game and some young siblings, but only later decided that he could enrich the story by making it part of the already developed Spy Kids universe. Rodriguez kept production costs relatively low, with the reported budget being about the same as the previous film's.


The response to the film was mainly mixed to negative. It was surpassed by both of the other Spy Kids films in terms of critical acclaim. Bob Longino of the Atlanta Journal-Constitution wrote that "the 3D process will hurt your eyes", but also stated that it helped mask what he deemed as an overall lack of a story. Jim Lane of Sacramento News and Review called the 3D scenes "murky and purple like a window smeared with grape jell-o." Roger Ebert suggested that perhaps Rodriguez was held back by the film's technical contsraints. 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. 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' continuing theme of family ties seem much less resonant than in the other films.

The film opened with a surprising $33.4 million, but didn't quite live up to the first Spy Kids film. In the end, it grossed $111 million in North America. However, its overseas intake was double that of either of the first two Spy Kids films at $85.3 million, grossing a worldwide total of $197,011,982, making it the highest grossing film in the series. The film had a 3D effect which was not removable in the DVD, but only for some European DVD releases. A set of four 3D glasses, made of cardboard (Silver Screen Retail), was included with the DVD, although some DVDs did not have it.



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.

Track listing

All selections composed by Robert Rodriguez and performed by Texas Philharmonic Orchestra, conducted by George Oldziey and Rodriguez.
  1. "Game Over" (title track, vocals by Alexa Vega)
  2. "Thumb Thumbs"
  3. "Pogoland"
  4. "Robot Arena"
  5. "Metal Battle"
  6. "Toy Maker"
  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. "Video Girl"
  18. "Isle of Dreams (Cortez Mix)"
Recorded but not in film
  1. "Superstar" Recorded By Selena Gomez


  1. SoundtrackNet: Spy Kids 3D: Game Over Soundtrack

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