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I've come back to settle the score. For imprisoning me! For using me! (Carmen: Devlin set us up?) (Juni: It's not Devlin.) All I wanted to do was right the wrongs. Start over a new world. A new chance, where everyone would get a second chance! But no. So now I'm taking this to the next level!
~ The Toymaker (disguised as Devlin before revealing himself) tells the OSS of his plans for revenge
Toymaker: Thank you for freeing me, Valentin, but it's too late. Nothing can stop me, not even you.
Valentin: That's true. Only you can do that. You double-crossed us. The agency, your fellow agents and me. Your mistake cost me my legs! Well a mistake like that could only someone further into the dark, and it has. Look at you now.
Toymaker: But I gave you back your legs when you were in the game. I did that for you.
Valentin: Let me tell you all of the things I've missed in my life because of the accident you caused. I can't walk on the beach with my wife. I missed my daughter's birth and wedding. Shall I continue? Now, let me tell you all the good things that came of it. Humility. Spirituality. Understanding. You've been living in fear of me all these years, but I've only been searching for you so I could tell you that I forgive you.
Toymaker: I've only dreamed I would hear you say something like that.
Valentin: Now the question is, "Can you forgive yourself?" It's never too late, Sebastian. Take your time. Take your time to decide. We have about... 10 seconds.
Sebastian: Game... [Flips the switch to the off position] ... Over.
~ Toymaker's redemption.

Sebastian, better known by his alias "The Toymaker" is the main antagonist of Spy Kids 3D: Game Over.

He was portrayed by Sylvester Stallone, who also played Jack Carter in the 2000 Get Carter remake, Victor Von Ion in Ratchet and Clank and King Shark in The Suicide Squad.


Prior to the events of the film, Sebastian was a respected agent of the OSS and the partner of Valentin Avellan. At some point, Sebastian betrayed the OSS and this ultimately resulted in Valentin being forced to use a wheelchair for the rest of his life. The exact details of what happened were unknown even to most people at the OSS, but it was serious enough that Sebastian was imprisoned in cyberspace for over thirty years. Sebastian was deeply remorseful for his actions and the harm he brought to his best friend, but eventually was driven to near-insanity during his incarceration. While Sebastian was imprisoned, the events of the first two films took place, and he gradually began to plot a way to escape.

Spy Kids 3D: Game Over

The Toymaker creates a virtual reality video game called Game Over and creates a large campaign to make children excited to play it. The game has a successful launch and many compete to beat the game's unwinnable fifth level, which will supposedly make whoever beats it rich. However, players of the game are possessed by it and unable to stop playing. With the children possessed, the Toymaker would be able to control the world. The OSS attempts to stop him by sending young spy Carmen Cortez into the game to destroy Game Over from the inside.

Carmen's brother, Juni, who retired from the OSS, is asked to come out of retirement to go into the game to rescue his sister Carmen, who has been captured by the Toymaker on the game's fourth level. The Toymaker really kidnapped Carmen so he can manipulate Juni to reach the game's fifth level, so he can then use him to finally escape cyberspace. Juni summons his grandfather, Valentin, into the game for help, and inside the game Valentin regains the use of his legs. Fearful of this development, but realizing he can use Valentin's desire to find him, the Toymaker begins to subtly influence the game to lead Juni and his grandfather, Valentin to level 5 and his lair.

While Juni is traveling through the game with his allies, the Toymaker begins to display an increasingly confused and unstable mood. His past actions and time to reflect in isolation in cyberspace, having appeared to have driven him to insanity, as evident by the three holographic representations of different parts of his personality, which he speaks with to help make up his mind. Valentin confronts his old friend over camera and tells him that he knows why he is causing people pain, and will find him and stop him. The Toymaker angrily responds that if Valentin does find him, the world will pay the price for his imprisonment.

To move things along, the Toymaker releases Carmen back to the Level 4. Juni's team is able to reach Level 5 by escaping Tinker Toys and surfing on the lava. The OSS figures out how the Toymaker plans to escape and attempts to stop their agents from reaching Level 5 by having a lava monster attack them and get them out of the game, but the Toymaker foils this plan by making the lava cold, and he allows them to reach Level 5. When the team enters Level 5, the Toymaker declares them all winners, but says that their prize is to stay in the game forever.

Juni learns that his love interest, Demetra, was actually the Toymaker's "deceiver" all along, and was created by the Toymaker to get the team to Level 5. Demetra, remorseful for her role in the Toymaker's plan, stops the Toymaker's cyber-gorillas from attacking the team, allowing Valentin to pull a switch and release them from the game, but in the process the Toymaker is released too. The Toymaker announces his return to the OSS by disguising himself as the president before sending Level 5's guardians to the real world. Juni manages to summon his extended family and friends, and they all succeed in defeating all the Level 5 robots, except the one the Toymaker is in.

Valentin goes inside the Toymaker's robot and confronts him, knowing that only the Toymaker can stop himself. Valentin tells his old friend of all the things that he was unable to do without his legs, but also says that good things came of it as well, finally stating that he forgives him, which is why he has been trying to find him for over 30 years. Moved by his old friend's forgiveness, and since he only ever wanted his friend's forgiveness, the Toymaker shuts down the robot and declares the game as over. As the mech collapses, the Toymaker and Valentin emerge from the rubble, once again friends. A changed man, Sebastian celebrates with everyone, now one big family.


  • Sylvester Stallone was persuaded to do Spy Kids 3 by Robert Rodriguez because his young daughters were fans of the first two films, and he liked the idea of making a family film his children could see and enjoy, as most of his films are R-rated action movies aimed at teenagers and adults.


           Spy Kids - logo (English).pngVillains

Spy Kids
Alexander Minion | Fegan Floop | Mr. Lisp | Ms. Gradenko | Robot Children

The Island of Lost Dreams
Donnagon Giggles | Gary Giggles | Gerti Giggles | Felix Gumm

Game Over
The Toymaker | The Deceiver | Level 5 Guardians

All the Time in the World
The Timekeeper | Tick Tock

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Touchstone Pictures
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