It's the last of the Spy Kids trilogy and it may be the most exciting. Filmed in 3D, Spy Kids 3D: Game Over, must be viewed through special cardboard glasses with red and blue lenses to create the multi-dimensional effect. Written, edited, and directed by Robert Rodriquez, the movie includes onscreen instructions on how to use the glasses to view the movie. Actually filming the movie took much more than simple directions, says Rodriguez.

"The hardest part was probably for the actors who had to act out all this incredible action entirely in front of a green screen," said Rodriguez. "They had no walls, no sets, not even props to help them." The props were all computer generated since most of the action happens inside a video game.

Set to be released on July 25, Spy Kids 3D will feature an ensemble cast, including Antonio Banderas, Salma Hayek, Cheech Marin, Bill Paxton, George Clooney, and Elijah Wood. Also returning as the super-smart Spy Kids are Alexa Vega and Daryl Sabara, with newcomers Ryan James Pinkston and Robert Vito.

Sylvester Stallone joins the cast as a power-hungry villain with multiple personalities known as the Toymaker. His evil plans include taking over the youth of the world by luring them into his new virtual-reality-based video game.

The challenge for Rodriguez was to capture on film the visual assault of a video-game world where anything is possible. While traditional 3D films usually have only about a dozen 3D gags, Rodriguez created a special-effects movie with hundreds of them. And he did it without being predictable.

"You can't always see them coming," he said of his 3D features. "For me, making this film was a bit like being thrown into the most frantic, hectic, challenging video game there is."