Robert Rodriguez's wonderful Spy Kids movie franchise comes to an end on a low note with Spy Kids 3-D: Game Over. He decided to end it while the kids still looked like kids. Its success ensures a continuation of some sort, most likely as a cartoon. Spy Kids and Spy Kids 2 are notable for Rodriguez's endless imagination. He does not pretend that kids are stupid, and makes a movie that the whole family can enjoy. Even more amazing, he throws in some good moral lessons without sounding patronizing. Great colors and gadgets, and good performances from unexpected sources are other hallmarks. Sadly, Spy Kids 3-D is lacking many of the elements that made the first two enjoyable.

First, the film is in 3-D. Not the most technologically advanced kind, but the old red/blue glasses kind. It does make the screen come alive, but barely. It also unintentionally mutes the vivid color palette that Rodiguez (Spy Kids 2, Spy Kids) worked with in the first two films. The glasses and effects feel more like a gimmick than anything else. It doesn't really add to the film, and probably detracts from it (especially if Rodriguez would have forgone these effects for more of the imagination from the other films). Spy Kids 3-D takes place inside a video game. A nefarious evil genius known as the Toymaker (Sylvester Stallone, D-Tox, Driven) created a game called "Game Over" that has no ending. Kids enter a virtual reality universe, and find themselves trapped. The OSS calls upon retired agent Juni (Daryl Sabara, Spy Kids 2, Spy Kids) after his sister Carmen (Alexa Vega, Spy Kids 2, Spy Kids) becomes trapped on Level 4 of the game.

For help, Juni calls in his Grandfather (Ricardo Montalban, Spy Kids 2, The Naked Gun). In the virtual reality of the game, Grandfather can now walk again. Part of the appeal of the previous movies was the familial interaction between the Cortez family. Spy Kids 3 is mainly Grandfather and Juni. Carmen, and the parents (Antonio Banderas and Carla Gugino) feel like afterthoughts. Rodriguez was able to get many characters from the first two films to appear, but some are on screen literally for a few seconds. This is not a good thing, because the new characters in this installment are not that interesting. Stallone is amusing, but soon goes too far over the top. Seeing George Clooney, Alan Cumming, Tony Shalhloub, Cheech Marin, Steve Buscemi, Holland Taylor, Danny Trejo, heck, even Salma Hayek and Bill Paxton just reminds viewers of better times.

This is a formidable list of guest stars. Rodriguez was probably able to get them because he filmed entirely in digital. This cuts down the time necessary to make the film, allowing for everybody and their mom to show up. The fact that the bulk of the film takes place in a game where everything is supposed to look fake renders the usual complaints about digital moot. What is clear is that the moral here is so blatantly obvious that it feels like a Sunday School lesson. The movie builds up to an ending that happens much too quickly, and will not make much sense to children. As much as people want this movie to be good, third time is not the charm.