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Spy Kids 3-D: Game Over (2003)

Spy Kids 3: Game Over (original title)
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Carmen's caught in a virtual reality game designed by the Kids' new nemesis, the Toymaker. It's up to Juni to save his sister, and ultimately the world.


Robert Rodriguez


Robert Rodriguez (script)
3,261 ( 727)
3 wins & 3 nominations. See more awards »



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Cast overview, first billed only:
Antonio Banderas ... Gregorio Cortez
Carla Gugino ... Ingrid Cortez
Alexa PenaVega ... Carmen Cortez (as Alexa Vega)
Daryl Sabara ... Juni Cortez
Ricardo Montalban ... Grandfather
Holland Taylor ... Grandmother
Sylvester Stallone ... Toymaker
Mike Judge ... Donnagon Giggles
Salma Hayek ... Cesca Giggles
Matt O'Leary ... Gary Giggles
Emily Osment ... Gerti Giggles
Ryan Pinkston ... Arnold (as Ryan James Pinkston)
Robert Vito ... Rez
Bobby Edner ... Francis
Courtney Jines ... Demetra


Under-age agents Juni and Carmen Cortez set out on their newest most mind-blowing mission yet: journeying inside the virtual reality world of a 3-D video game designed to outsmart them, as the awe-inspiring graphics and creatures of gaming come to real life. Relying on humor, gadgetry, bravery, family bonds and lightning-quick reflexes, the Spy Kids must battle through tougher and tougher levels of the game, facing challenges that include racing against road warriors and surfing on boiling lava, in order to save the world from a power hungry villain. Written by Anthony Pereyra <hypersonic91@yahoo.com>

Plot Summary | Plot Synopsis


3rd Mission. 3rd Dimension See more »

Motion Picture Rating (MPAA)

Rated PG for action sequences and peril | See all certifications »

Parents Guide:

View content advisory »


Official Sites:

Official Facebook | Official site





Release Date:

25 July 2003 (USA) See more »

Also Known As:

Spy Kids 3-D: Game Over See more »

Filming Locations:

Comal County, Texas, USA See more »


Box Office


$38,000,000 (estimated)

Opening Weekend USA:

$33,417,739, 27 July 2003, Wide Release

Gross USA:


Cumulative Worldwide Gross:

See more on IMDbPro »

Company Credits

Show more on IMDbPro »

Technical Specs


Sound Mix:

DTS | Dolby Digital | SDDS



Aspect Ratio:

1.85 : 1
See full technical specs »

Did You Know?


Prior to the film's release, it was originally announced that this would be the last Spy Kids movie, as the young actors, in particular Alexa PenaVega were growing out of the role. However, Spy Kids 4-D: All the Time in the World (2011) was released, featuring Alexa Vega and Daryl Sabara in supporting roles. See more »


After Juni wins the Mega Race, he stands up on his "hubcap," but in the next shot you see Juni flip the hubcap up like a skateboard. Juni never moved, but all of a sudden he's off the hubcap. See more »


Juni: Mr. President.
Devlin: Oh you can call me Devlin.
Juni: Weren't you already running the country when you were head of the OSS?
See more »

Crazy Credits

There are no opening credits or company bumpers, only the message "GLASSES ON". See more »

Alternate Versions

DVD contains a 3D & 2D version (for those without 3D glasses.) See more »


Referenced in Nostalgia Critic: The Legend of Zorro (2015) See more »


Spy Kids Main Title
Written by Harry Gregson-Williams, Gavin Greenaway and Heitor Pereira
See more »

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User Reviews

Four Tylenol and a couple of Dramamine later
14 March 2004 | by clydestuffSee all my reviews

It seems like every twenty years or so, people in Hollywood find it's necessary to dig out the 3-D process to entice a new generation of film goers. In the early eighties a 3D Film called Comin' At Ya made a surprising amount of money with the process. Shortly thereafter we were subjected to such monstrosities as Jaws 3D, Amityville 3D, and Friday the 13th 3D. Just as quickly as the process had been revived however, it once again disappeared. Hopefully, the latest reincarnations will soon suffer the same fate.

Having made a nice tidy sum with the first two Spy Kids, Robert Rodriquez must have decided he needed a gimmick to get those fannies back into the theater seats one last time and decided to give us the Spy Kids in 3d. I'll give him credit for getting the little tykes back into the theater one last time, but as a film, Spy Kids 3D is as painful an experience as any adult might ever have to experience. Story wise, script wise, and especially cinematography wise the film is one huge convoluted mess.

In this third outing, Juni has resigned from the O.S.S. to strike out on his own and make it rich, or at least rich enough to be able to play a new video game called Game Over. When word is sent to Juni(Daryl Sabara) by President George Clooney that his sister, Carmen(Alexa Vega), has been trapped inside the video game, Juni rejoins the O.S.S. to save his sister. It seems that once the game goes on line, the evil Toymaker(Sylvester Stallone) has it rigged so that once kids complete the mysterious level five they will be trapped in the game forever and he'll be able to control them. So shortly after he arrives at the O.S.S., Juni or at least his subconscious is whisked away into a virtual reality game world. Time to put your scarlet and cyan glasses on folks.

Now I'm not normally one to quibble with small details in a movie obviously meant for the youngest of kids, but if I'm going to suffer a headache and queasy stomach for the sake of a film, I would like for the writer and director to at least connect the dots. It is never explained with any satisfaction as to how getting inside the game with your subconscious really works. It can't be a big O.S.S. secret because the game is filled with a whole boatload of other kids wondering around trying to achieve the same goal. Add to this Juni's wheelchair bound grandfather(Ricardo Montalban), whom he summons into the game to help him out. Conveniently, Grandfather quickly spouts legs so he can play right along, and watching Ricardo Montalban inside a video game is an unnerving experience. Watch him closely though, as he'll mysteriously disappear when not needed and reappear just in time to help Juni and Carmen out of some sticky situations. To make matters worse, as Juni bounces around the game world, any kind of logic as to what he must do and why he must do it is thrown out the window. Every scene is nothing but a set up for Rodriquez to throw in what he hopes his audience will see as some cool 3d magic. It doesn't take long for it to become tiresome, to your eyes, your head, and your stomach.

If all this wasn't bad enough, the villainous Toymaker and his other personalities(all played by Stallone), controls the actions of the players inside the video game, then makes decisions that actually help them win it instead of having them figuring it out on their own. So much for any kind of suspense. Some of this is explained toward the end of the film, but by then we are so glad to see the film come to an end, we no longer care about his rationale or lack thereof. Despite his razzie award winning performance, I did actually like Stallone's campy over the top performance. It's too bad the script doesn't give him anything to do that makes any sense.

The funny thing about Spy Kids 3D, is that Rodriquez actually had a clever idea. It's too bad he was so intent on making use of 3D that he forgot to make a good film in the process. It is also hard to explain why he went back to using 3D that required the glasses with different color lenses. The effect was awful twenty years ago, twenty years before that, and in 2003 is even worse. There seems to be some great computer generated backgrounds and sets in the film, but because of the silly glasses, you never get to appreciate them because they are muted and colorless.

I'm sure the kiddies will be enthralled with this film and have fun wearing the funky glasses. If you're an adult and you must watch it with them, a quick trip to the drug store for some aspirin and Dramamine would be advised.

My grade D

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