Spy Kids 3-D: Game Over

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Spy Kids 3-D: Game Over
Theatrical release poster
Directed byRobert Rodriguez
Written byRobert Rodriguez
Based onSpy Kids
by Robert Rodriguez
Produced by
CinematographyRobert Rodriguez
Edited byRobert Rodriguez
Music byRobert Rodriguez
Distributed byDimension 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]
CountriesUnited States
United Kingdom
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 negative 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 on using to take control of children's minds and the world's youth. Juni must venture into the game, save Carmen who is stuck in 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.

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.

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 robot army attacks the city.

Juni and Carmen summon their family to help but with too many 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 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 robot and joins the rest of the Cortez family and their friends in celebrating.


  • Antonio Banderas as Gregorio Cortez, Head of the OSS and father of Juni and Carmen
  • Carla Gugino as Ingrid Cortez, also an OSS agent and mother of Juni and Carmen
  • Alexa Vega as Carmen Cortez, daughter of Gregorio and Ingrid, OSS agent and Juni's older sister who goes missing
  • Daryl Sabara as Juni Cortez, Carmen's younger brother, and a retired OSS agent turned private detective who is called out of retirement to rescue her
  • Ricardo Montalbán as Valentin Avellan, Juni and Carmen's maternal grandfather and Ingrid's father, who is a retired OSS agent himself
  • Holland Taylor as Helga Avellan, Juni and Carmen's maternal grandmother and Ingrid’s mother
  • Mike Judge as Donnagon Giggles, an OSS former director, now technician who was formerly the previous film's antagonist
  • Matt O'Leary as Gary Giggles, the son of Donnagon Giggles and a former competing OSS agent who assists Carmen in the final battle
  • Emily Osment as Gerti Giggles, the daughter of Donnagon Giggles, Gary's sister, a former competing OSS agent, and Juni's closest friend, who assists Juni and Carmen in the final battle
  • Cheech Marin as Felix Gumm, OSS agent and Carmen and Juni's honorary uncle
  • Bobby Edner as Francis, one of Juni's rivals and teammates in Game Over
  • Courtney Jines as Demetra, a Game Over program known as "The Deceiver" who is also Juni's rival and crush.
  • Ryan Pinkston as Arnold, a Game over contestant and one of Juni's teammates and rivals
  • Robert Vito as Rez, a Game over contestant and one of Juni's teammates and rivals
  • Danny Trejo as Isador "Machete" Cortez, gadget inventor and uncle of Juni and Carmen who assists them in the climax
  • Alan Cumming as Fegan Floop, the host of Floop's Fooglies who assists Carmen and Juni along with their parents in the final battle. He is also shown in the beginning of the 3D version of the movie, giving the viewers instructions on how to put 3D glasses.
  • Tony Shalhoub as Alexander Minion, Floop's assistant who helps Carmen and Juni in the climax
  • Sylvester Stallone as Agent Sebastian "The Toymaker", a former OSS agent turned supervillain, and the creator of the virtual reality game, Game Over.

Additionally, Salma Hayek appears as Francesca Giggles, Steve Buscemi appears as Romero, Bill Paxton appears as Dinky Winks, George Clooney appears as Devlin, Elijah Wood appears as The Guy, Selena Gomez appears as Waterpark Girl, Glen Powell appears as Long-fingered Boy, and James Paxton appears as Dinky Winks Jr.



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]


Spy Kids 3-D: Game Over (Music from the Motion Picture)
Soundtrack album by
ReleasedJuly 22, 2003 (original release)
GenreSoundtrack, pop rock
LabelMilan Records
Robert Rodriguez film soundtrack chronology
Spy Kids 2: The Island of Lost Dreams
Spy Kids 3-D: Game Over (Music from the Motion Picture)
Once Upon a Time in Mexico
Professional ratings
Review scores
AllMusic link

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 composed by Rodriguez and performed by 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.


Home media[edit]

The film was released via VHS and DVD on February 24, 2004, by Dimension Home Video. 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]


Box office[edit]

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]

Critical response[edit]

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.

Other media[edit]


After the release of the film, there were plans of an animated, straight-to-DVD sequel, but it never went past 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 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.

Video games[edit]

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 popular culture[edit]

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.


  1. ^ a b c "Spy Kids 3D: Game Over (2003)". American Film Institute. Retrieved December 1, 2016.
  2. ^ "SPY KIDS 3-D GAME OVER (U)". British Board of Film Classification. July 21, 2003. Retrieved March 22, 2016.
  3. ^ a b c "Spy Kids 3D: Game Over (2003)". Box Office Mojo. IMDb. February 6, 2004. Retrieved March 22, 2016.
  4. ^ "Scholastic Classroom & News Magazines | Subscribe Now!". Archived from the original on August 18, 2003.
  5. ^ "Indielondon.co.uk - film - Spy Kids 3-D: Game over, Robert Rodriguez Q&A". Archived from the original on September 10, 2003.
  6. ^ Ruiz, Rafael (August 24, 2003). "SoundtrackNet: Spy Kids 3D: Game Over Soundtrack". Soundtrack.net. Autotelics. Retrieved August 24, 2011.
  7. ^ Plath, James (May 15, 2011). "Spy Kids films are headed to Blu-ray". DVD Town. HD DVD.org. Archived from the original on May 18, 2011. Retrieved August 24, 2011.
  8. ^ Kauffman, Jeffrey (December 7, 2012). "Spy Kids 3-D: Game Over / Adventures of Sharkboy and Lavagirl 3-D Blu-ray". Blu-ray.com. Retrieved April 13, 2018.
  9. ^ "'Spy Kids' garners top spot". The Delaware Gazette. July 28, 2003. p. 14. Archived from the original on May 6, 2023. Retrieved May 6, 2023 – via Newspapers.com. Open access icon
  10. ^ "Weekend Box Office Results for July 25-27, 2003". Box Office Mojo. IMDb. July 28, 2003. Retrieved March 22, 2016.
  11. ^ "Spy Kids 3-D - Game Over (2003)". Rotten Tomatoes. Fandango Media. Retrieved May 19, 2019.
  12. ^ "Spy Kids 3-D: Game Over Reviews". Metacritic. CBS Interactive. Retrieved April 1, 2012.
  13. ^ "CinemaScore".
  14. ^ Longino, Bob. "Spy Kids 3D: Game Over". accessAtlanta. The Atlanta Journal-Constitution. Archived from the original on February 24, 2012. Retrieved October 28, 2009.
  15. ^ Lane, Jim (July 31, 2003). "Film>Short Reviews: Spy Kids 3-D: Game Over". Sacramento News & Review. Chico Community Publishing. Retrieved October 28, 2009.
  16. ^ Ebert, Roger (July 25, 2003). "Spy Kids 3-D: Game Over". RogerEbert.com. Ebert Digital LLC. Retrieved October 28, 2009.
  17. ^ LaSalle, Mick (July 25, 2003). "Game's over for latest 'Spy Kids'". San Francisco Chronicle. Hearst Communications. Retrieved October 22, 2009.
  18. ^ Jones, Kimberly (July 25, 2003). "Spy Kids 3-D: Game Over". The Austin Chronicle. Retrieved October 28, 2009.
  19. ^ "Latino Review". www.latinoreview.com. Archived from the original on November 23, 2005. Retrieved January 12, 2022.
  20. ^ "Forever Alexa Vega Version 4 - an Alexa Vega Fansite". www.foreveralexaonline.com. Archived from the original on December 11, 2005. Retrieved January 12, 2022.
  21. ^ "Robert Rodriguez Plans Spy Kids 4 - Softpedia". news.softpedia.com. Archived from the original on August 22, 2006. Retrieved January 12, 2022.
  22. ^ "Digital Eclipse Software, Inc". February 20, 2006. Archived from the original on February 20, 2006. Retrieved November 19, 2023.{{cite web}}: CS1 maint: bot: original URL status unknown (link)
  23. ^ "Welcome to InLight Entertainment". March 12, 2003. Archived from the original on March 12, 2003. Retrieved November 19, 2023.{{cite web}}: CS1 maint: bot: original URL status unknown (link)

External links[edit]