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Spy Kids 3-D: Game Over is a 2003 American action-adventure family film directed by Robert Rodriguez and the third film in the Spy Kids series. It was released in the United States 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,[2] but director Robert Rodriguez is currently writing a Spy Kids 4 due out August 19, 2011.

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 Donnogan Giggles and his wife Francesca, who explain that Carmen was captured by the Toymaker (Sylvester Stallone), a villain. The Toymaker was imprisoned in cyberspace by the OSS, but he has since created "Game Over", a virtual reality-based video game 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 finds 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 (Ricardo Montalbán), 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 Demetra 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 Demetra joins the group, she and Juni displaying romantic feelings for each other. Arnold and Juni are forced to battle each other in level 3, the loser getting an immediate game over. Demetra 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 Demetra to a lava-filled gorge. The group surf their way through the lava but Donnogan 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. Demetra 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. Demetra confirms this and apologizes to Juni. The Toymaker attacks the group with giant robot, Demetra 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 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 perching on his shoulders 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.

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