The "Spy Kids" series, if truth be told, has been a rather grasping movie-going experience initially. Quite plainly, it was charming. The cast was charismatic, the plot was enchanting, and the direction felt like a sweeping adventure fit for a child, or an adult. And just when it seemed like nothing could get better, plans to make the third installment in 3-D were announced. Not bad. Right?

Well, here's where "Spy Kids 3-D: Game Over" goes a tad astray. Not only are those blue/red lenses tough on the eyes and the head, but they also impoverish the plot a little. The 3-D effects are certainly fun (although hopefully technology erases the glasses with powerful lasers), but unfortunately at times they take center stage to the characters and the story that embodies them. Which is a shame, because the way that the movie is mapped out, allows for a synergy between the crucial elements of both the 2-D and the 3-D worlds.

The story revolves around Juni (Daryl Sabara), who has dropped up from work as a secret agent, for some unnamed but bitter reasons. He is summoned back by the OSS to save his sister, Carmen (Alexa Vega), who is trapped in an amazingly realistic video game that was created by the Toymaker (Sylvester Stallone) in his attempt to seek out revenge and control the minds of youth. With the help of his now-superhero grandpa (Ricardo Montalban) Juni must race against the clock, other players, and "win at any cost" or it is "Game Over." This time around director Robert Rodriguez reunites some old friends with new, bringing Salma Hayek, George Clooney, Elijah Wood, Alan Cumming and others together once again, to work - and play.

It's impossible for anyone to blame Rodriguez for his lack of imagination here. Not only is he well-educated in the ways of video world geeks and the systems that they sprawl, but he is also able to transform this knowledge into images that until now were only in the minds of those "serious" gamers. Even without the 3-D glasses, it still feels as though this video game world could be real. Imagination and vision has never been an issue with Rodriguez, but what is lost here is the story.

There is a major difference between a story and a plot. Plot is what guides the story along. Following the plot is a bit like taking directions from a road map, and so, in a sense, story is our scenery. On the path to our destination, we see fountains and bluebirds. We meet creatures; cross obstacles and "voila" we are somehow forever changed along the way. What Rodriguez imparts is much more special than any plot could ever be, he is a storyteller. So much of what he tends to tell is about humans and values of the soul such as love, friendship and family. But with "Spy Kids 3-D" Rodriguez gets so entangled in the plot, that for much of the film he forgets that he is a storyteller.

Because of this video game-like confusion much of the film plays like a video game. As Juni advanced from one level to another, most of the frame is filled with his struggles to survive, win and meet the challenge of the game. There are a few interesting and human stories that sneak in occasionally, but none are fully developed for us to care enough because our minds are on the "game." There is the story of a handicapped grandfather who suddenly has the respect of his grandson since he is able to "do more than walk" in the game. There is the story of "extended" family. There is the story of humility and forgiveness. And there is that timeless story of love. But the game sweeps over, never allowing these sacred storytelling components to survive long enough for us to really be captured by them.

To add to this list of things-that-would-have-worked-should-the-game-have-given-them-the-chance, are the actors. Ricardo Montalban delivers his lines with class and some old-fashioned sentimentality, while Sylvester Stallone lights up the screen as the Toymaker. His spot is reserved for a villain, but he is so much more. Stallone is a talented and charismatic actor, but unfortunately his movie choices don't quite say that about him. Here he is magical - and funny too. But both his, and Montalban's scenes are too brief and too few. In fact, aside from Juni (Daryl Sabara), the entire Cortez family is missing. It is not until the last 10 minutes of the film that they finally appear. And to be frank, it is not the same without the Cortez'.

"Spy Kids 3-D" doesn't quite have the enchantment that its elders did, but even mild headaches and gamely glitches don't prevent it from being an enjoyable trip to take. There are still some spectacular views, touching moments and enigmatic characters - it's just that this time around they take a bit of a back seat. Still, one bad game doesn't have to mean a "Game Over" for this vivacious series. There are still 9 lives left. Hopefully Rodriguez takes good advantage of them. "Continue!"

Got Feedback? Questions? Fire it all off to Katherine at: [email protected]

Spy Kids 3D: Game Over is out July 25, 2003.

The views and opinions expressed in this article are those of the author and do not necessarily reflect the official policy or position of Movieweb.