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-bound 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.

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.

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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.