Virtually none of the wit and visual inventiveness that Robert Rodriguez showed in parts one and two are in evidence here. Sure, there's a giant computer-generated cream pie lobbed defensively at one point, but other than that what we have here is a jumped-up version of Disney's TRON from several state-of-the-art generations back. The art direction is a recreation in 3-D of what you would find in pretty much any computer game that isn't MYST. Instead of the wonderfully organic excrescences of the previous films, here it's all sharp edges, from the killer robots to the Lego® look-alike pieces that float around forming walkways. Ditto for the dialogue, which is flat and designed to not distract anyone’s attention away from the computer game that the film is trying to sell to the kiddies. Once again, Rodriguez has returned to the theme of family, but with so little imagination that by the end, the script has collapsed into a steaming stinking pile of platitudes.

To be fair, though, Rodriguez did send us a warning signal by casting Razzie champ Sylvester Stallone as the villain of the piece. There are few signs and omens of a cinematic bomb than Sly’s participation. He plays The Toymaker, an evil genius imprisoned in virtual reality where he's created a computer game that will trap the minds of any kid who plays it to level 5. And since the marketers promise that cracking level 5 will bring untold riches to whomever accomplishes that task, every kid in the world will want to try and The Toymaker will rule the world. I guess. This film is not big on details.

To thwart him, the good guys turn to barely pubescent Juni Cortez (Daryl Sabara), now an ex-agent of the OSS and unwilling to come back until it's revealed that his sister Carmen (Alexa Vega) has already tried, failed, and is now a prisoner of the game. Off Juni goes into virtual reality ostensibly to save the day, but in reality to demonstrate the wonders of the computer game tie-in and sell it to kids hopped up on concession stand sugar products in all their magical forms.

Stallone delivers another Razzie-worthy performance here as The Toymaker and as his three alter egos, a brainy guy, a hippy guy, and a warmonger guy. Each incarnation is more excruciating than the last as Sly exudes that special brand of puffed up self-importance and smug self-assurance that is sorely misplaced from the man who brought us JUDGE DREDD. The film's most, make that only, amusing moment is an outtake under the closing credits in which George Clooney, making a cameo as the President, does his Sly impression and then only half-jokingly worries about how a move like that could very well sink his career.
As for the other actors, they're just going through the motions, many of them wearing techno jumpsuits. And don't be fooled by the billing. Antonio Banderas, Carla Gugino, and Alan Cummings check in only long enough to deliver a half-dozen lines and then collect a paycheck. Ricardo Montalban is around longer as Juni's grandfather, doing a parody of himself as both Khan from Star Trek and the pitchman for a leather-lined brand of automobiles.

The best thing I can say about SPY KIDS 3-D: GAME OVER  is that it's not all in 3-D, (there are "glasses on" and "glasses off" cues) giving our eyes a chance to rest up between extended bouts with the special glasses. Beyond that, for an adventure film it is startlingly lackluster. Will that be enough to make the subtitle of this flick a self-fulfilling prophecy? Don't count on it. If, as rumored, Sly, is seriously pondering another run at Rocky, anything is possible.