Spy Kids 3-D: 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. It was released in the United States on July 25, 2003, by Dimension Films. Despite mixed to negative reviews, the film grossed $197 million on a $38 million budget, becoming the highest-grossing film in the series.