Movie review: Sky Kids 3-D: Game Over **

Daryl Sabara as Juni Cortez and Alexa Vega as Carmen Cortez in Spy Kids 3-D: Game Over.

Spy Kids 3-D: Game Over feels like the biggest big-budget special effects showcase ever made on the lam. To sense this you needn't know that director Robert Rodriguez started production only last January, or that his budget was a relatively paltry $38 million. Or that he finished two weeks ago. Or that the other Spy Kids movies operate on a similar charming shoddiness and logic, one of a 6-year old boy who tells tales with a stream-of-conscious randomness and a Chitty-Chitty-Bang-Bang-fueled imagination.

This finale to the Texas filmmaker's family series feels sweatier: It has an odd huffing quality - as if the actors were being shuttled from digital backdrop to digital backdrop, fed a line, and then, before these junior James Bonds could catch their breath, Rodriguez yelled “Action!” As with the others, Spy Kids 3-D: Game Over has the sweet, cheesy, handmade, artificial air of a massive high school production pushing to come together, with Rodriguez standing off-camera still painting the backdrops as the camera rolls - only it's not quite as cute and sprightly as usual. There's a certain dashed-off, check-list mentality at work now: Elaborate action sequence cribbed from The Phantom Menace (check), acknowledgement the Spy Kids are bumping into puberty (check), wheelchair-bound Ricardo Montalban gets mechanical legs and delivers a short message about acceptance (check), gross-outs (check).

There is no better example of the desperation in this third installment than Sylvester Stallone. He returns from career oblivion to camp it up, but doesn't have the improv skills of Johnny Depp as a foppish pirate, or the hard body of Demi Moore to make it much of a memorable comeback. He plays not only the bad guy but his own henchmen, one hippy, one brainy, one Judge Dredd. His chief villain is a more routine baddie, the Toymaker, whose plot to trap the world's children in a video game is far less disturbing than the prosthetic bald head Sly sports - hey kids, who can count the seams on Mr. Stallone's forehead?

Something else you notice: this doesn't seem to be a Spy Kids movie at all. Rodriguez wrote a screenplay about a child's trip into a video game, then retrofitted it for the Spy Kids universe. But only marginally: When the Toymaker's evil plot is launched, it's more of a Spy KID movie: Juni Cortez (Daryl Sabara) is pulled out of early retirement to enter (Tron-like) the Toymaker's diabolical game, battle (Legend of Zelda-like) to Level 5, and rescue (Super Mario-like) his sister, Carmen (Alexa Vega). She only joins us for the third act.

Too bad.

It doesn't help there's a strange unwillingness this time to bask in the low-tech charm of the series. The outsized loopy gadgets are more generic hi-tech movie stuff. The supporting Spy Kids have trouble cracking a smile, and when the Spy Kids' headquarters (supervised by Salma Hayek in pigtails) rumbles, technicians and spies alike lurch around and the camera shakes - like when the Enterprise took a hit on old Star Trek episodes. But there's no irony attached.

Also, about that 3-D: When Juni enters the game, you put the glasses on; when he exits, you take them off. Rodriguez deserves credit for finding a clever reason to shoot 3-D. But this is not the 3-D of James Cameron's Ghosts of the Abyss, with its polarized wrap-around shades and surprising depth of field. Rodriguez used Cameron's state-of-the-art 3-D system while opting to decode it with old-fashioned red-blue lens 3-D glasses. Not only does this create a ghosting effect, but it washes out the color. I felt bad taking the glasses off for minutes at a time - the camera moves so much more than typical 3-D, the picture is often red-blue squiggles, and unwatchable. Then I looked around: Many in the audience had taken the glasses off.

There's an even more fundamental flaw here. What made the first two pictures so welcome was that feeling of watching real sticky kids and real bickering siblings - ones who looked up to their slightly goofy parents and didn't come off as cloying. Rodriguez found moments for the whole Cortez clan that put a lump in your throat, without an expected spoonful of sugar. This time, the Cortez folks only come together in the last five minutes. Daddy (Antonio Banderas) jets in. Mommy (Carla Gugino) pokes her head in. You wonder if the Cortez parents are divorced and could only negotiate extended-cameo rights to their children's adventures.

Still, is it possible to keep a warm spot for the Spy Kids trilogy while simultaneously letting the air out of its scooter? Let's hope so, because Rodriguez revived an underused template just waiting to be discovered by other filmmakers: The live-action family film based on a Fruit Loops-colored day-dream and not about talking dogs or delivering a message of overt sentiment. These are rare. For inspiration, Rodriguez began with Willy Wonka and the Chocolate Factory, then moved onto the stop-motion beasts of Ray Harryhausen. Spy Kids 3-D: Game Over is more of a sugar-induced OD, but its message is far from DOA: All you need is imagination.