Spy Kids 3-D: Game Over (also known as Spy Kids 3: Game Over) is a 2003 American spy action comedy film, the sequel to Spy Kids 2: The Island of Lost Dreams, and the third installment overall in the Spy Kids film series. Written and directed by Robert Rodriguez and co-produced by Elizabeth Avellán, the film stars Antonio Banderas, Carla Gugino, Alexa Vega, Daryl Sabara, Elijah Wood, Ricardo Montalbán, Holland Taylor, Mike Judge, Salma Hayek, Matt O'Leary, Emily Osment, Cheech Marin, Bobby Edner, Courtney Jines, Robert Vito, Ryan Pinkston, Danny Trejo, Alan Cumming, Tony Shalhoub, and Sylvester Stallone. Juni Cortez, sometime after the events of the second film, has retired from the OSS and now lives quietly, working as a private detective, though on a minuscule salary. One day, he is contacted by President Devlin, the former head of the OSS, who informs him that his sister, Carmen Cortez, is missing after a mission gone wrong. Arriving at the technological and computer department of the OSS, Juni is reunited with a now reformed Donnagon Giggles and his wife Francesca, who explain that Carmen was captured by the Toymaker, a former OSS informant who was imprisoned in cyberspace by the organization but has since created Game Over, a virtual reality-based video game which he intends on using to permanently take control of children's minds. Juni agrees to venture into the game, save Carmen, and shut down the game, with only twelve hours to win. He is also informed that his sister was last seen on Level 4. In the game, Juni finds the challenges difficult, having only nine lives within the game and already losing one at the start. While roaming a cartoon-like medieval village, he finds three beta-testers, Francis, Arnold, and Rez, who provide him with passage to the Moon and launch him into space, but mostly to eliminate the competition. Juni lands hard on the Moon, consequently losing another life, and receives an opportunity to bring in a fellow ally for assistance. He chooses his grandfather Valentin, who uses a wheelchair and has a personal history with the Toymaker. Valentin receives a power-up which gives him a robotic bodysuit, allowing him to walk and possess superhuman strength and durability. Distracted by a butterfly, he abandons Juni, telling him that they will regroup later. Searching for the entrance to Level 2, Juni ventures into a robot battle arena where he fights a girl named Demetra in order to return to Earth and Level 2. In the fight, he receives a robotic, more powerful suit, and he is placed on a huge mecha to combat Demetra. In the 3-round fight, in which he loses another life, he defeats Demetra and he is allowed to keep his power suit. He meets the beta-testers again who believe that he is a character named "The Guy", who can supposedly beat the allegedly "un-winnable" Level 5. Rez is unconvinced and challenges Juni to a "Mega-race" involving a multitude of different vehicles, which will allow them onto Level 3. The only apparent rule of this game is "win, at any cost". Juni wins the race with help from Valentin, and Demetra joins the group; she and Juni display romantic feelings for each other, with him giving her a med-pack with extra lives and her providing him with an illegal map of the game. Upon entering level 3, Arnold and Juni are forced to battle each other, the loser getting an immediate game over. During the fight, Juni loses almost all of his lives, but Demetra swaps places with Juni and is defeated, seemingly getting a game over, in turn upsetting Juni. The group arrives at Level 4 where Juni finds Carmen, released by the Toymaker, who leads the group on. Carmen notices their grandfather is with them and tells Juni that the Toymaker is the reason their grandfather uses a wheelchair. Juni follows a map to a lava-filled gorge. The group surfs their way through the lava. The OSS finds out about the history between the Toymaker and Valentin. Fearing that Valentin might seek revenge, Donnagon attempts to prevent them from reaching Level 5, but fails, as they fall into the lava and discover that it is harmless, and they reach a cavern where they find the door to Level 5. Outside of the door to Level 5, Carmen asks how much time is remaining, and Juni informs the group that they only have 5 minutes left. After the other gamers start to think that Carmen and Juni are deceivers and Rez threatens to give Juni a game over, the real Guy (Elijah Wood) appears, gives the group a pep talk and zaps the door open and walks in, arrogantly thinking it was easy. However, as part of a booby trap set by the Toymaker, he is struck by lightning which causes him collapse and causes his life count to rapidly drop from 99 to .5 (meaning half of a life), and after The Guy nervously says "Oops.", the life count drops to 0, giving him a permanent Game Over, forcing the group to move on without him. In the Level 5 zone, a purple-ish cyberspace, Demetra appears, claiming to have re-entered the game via a glitch but Carmen identifies her as "The Deceiver", a program used to mislead players. Demetra confirms this and apologizes to a stunned Juni before the Toymaker attacks the group with a giant robot. Valentin then appears, holding the entrance back to the real world open so the group can escape. Demetra, shedding a tear, quickly holds the door open so he can go with them. Upon return though, it is revealed that Valentin had released the Toymaker with the villain's robot army now attacking the city. Juni and Carmen summon their family members: parents Gregorio and Ingrid, Gregorio's brother Machete, their Grandmother, and Uncle Felix. With too many robots to handle, Juni calls out for everyone to help, summoning characters from the first two films; Fegan Floop, his assistant Minion, the robot children, Dinky Winks and his son, Romero and a spork, as well as Gary and Gerti Giggles. All of the robots are destroyed except for the Toymaker's. Valentin confronts The Toymaker and forgives the Toymaker for what he did to him, which Valentin had been trying to find the Toymaker to do for 30 years. The Toymaker shuts down his robot and joins the rest of the Cortez family and their friends in celebrating their families.

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