I get a headache just THINKING about "Spy Kids 3-D: Game Over." Fortunately, there's so little about it I remember that thinking about it doesn't take very long.

In the third installment of this once-clever series, everyone's a cameo except for Juni Cortez (Daryl Sabara), one-half of the pint-sized titular duo. Juni has to rescue his sister, Carmen (Alexa Vega), from a virtual-reality video game in which she has become trapped, courtesy of the malevolent Toymaker (Sylvester Stallone).

Juni -- who is cute, but not cute enough to carry a film by himself -- takes his grandfather (Ricardo Montalban) along to help, but Grandpa mostly runs around doing his own thing, showing up when necessary to save Juni, a sort of deus ex grandpa.

And so most of the film takes place within this video game, which appears to the audience in 3-D, thanks to glasses handed out at the theaters. (The movie tells you when to put them on.) The process, as cool as it looks, is headache-inducing. It's a gimmick, pure and simple, and seems designed to distract from the film's otherwise lackluster script and story. The 3-D sequences are surreal and otherworldly, but lack the wit and imagination that has marked the other films in the series.

In the end, all the regulars show up -- including Antonio Banderas and Carla Gugino as the spy kids' parents -- and some of that infectious, sly humor creeps back in. (Loopy cameos from George Clooney and Elijah Wood help.)

Robert Rodriguez, who wrote, directed, produced and edited the film, has lost a good deal of the vision and manic energy he showed in the original "Spy Kids" (2001). This one is so niggling and forgettable, it may not even be worth seeing to begin with, in any dimension.

Grade: C

Rated PG, mild adventure violence

1 hr., 27 min.

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