As the story begins, the no-longer-cherubic, 11 year-old secret agent Juni Cortez (Daryl Sabara) is recruited from 'retirement' by OSS leaders (Salma Heyek, Mike Judge) and the President of the United States (George Clooney). Juni's assignment is penetrate the highest level of a mysteriously menacing video game, created by The Toymaker (Sylvester Stallone), who battles his own split-personalities as he holds Juni's sister Carmen (Alexa Vega) hostage in cyberspace. When Juni's allowed one companion on this perilous quest, he wisely chooses his grandpa (Ricardo Montalban) who soon becomes a superhero. While there are some clever allusions - Juni's known as "The Guy," a play on "The One" from "The Matrix," and Montalban's wheelchair is "fine Corinthian leather," etc. - the video-game characters are inexplicably and unpredictably hostile, then friendly, but most often duplicitous, noting: "Time flies when you're playing games!" Antonio Banderas, Carla Gugino, Cheech Marin, and Holland Taylor appear briefly in cameos, along with Steve Buscemi, Alan Cummings, Bill Paxton, Emily Osment, reprising their previous "Spy Kids" characters. On the Granger Movie Gauge of 1 to 10, "Spy Kids 3-D: Game Over" is a mindlessly chaotic, family-friendly 5, but parents should be prepared to fork out for the video-game, in addition to the video games for "Pirates of the Caribbean," "Finding Nemo," "Enter the Matrix," "Hulk," and "X-Men 2: Wolverine's Revenge."