To be scrupulously fair to the sensibilities of its target audience, I must admit that halfway through this movie my 8-year-old godson leaned over to me and whispered, “This is AWESOME!” I wish I could say that I felt the same way.

I loved the first two “Spy Kids” movies, which combined brilliantly imaginative visual effects, thrilling (but not too scary) action, silly fun, and a lot of heart. With this last in the series, writer-director-editor-producer-composer Robert Rodriguez is either so enthralled or so overwhelemed by the 3-D technology that he forsakes the essentials of plot and character. The movie is just non-stop loud, hurtling, special effects.

The story has something to do with a computer game called “Game Over” designed by an evil man called the Toymaker (Sylvester Stallone). Carmen Cortez (Alexa Vega) has become somehow lost in the game. If her brother Juni (Daryl Sabara) cannot shut down the game before it goes on the market, the game will enable the Toymaker to take over the world or bring about the end of the world, or something like that.

Most of the movie is just one long computer game, with one set of pixels fighting another. In the game, Juni meets up with beta testers and battles Demetra (Courtney Jines) in gladiator-style combat. He develops a crush in both senses of the word as he slams her avatar-robot around in between gazing longingly at the way that fetching lock of hair keeps falling in front of her determined but sparkling eyes.

The special effects may be in 3-D, but the story is flat, and there is very little of the quirky humor of the first two. We also miss the characters of the first two. Many of them appear only in brief cameos that are merely distracting. Stallone plays four parts, all of them badly.

Parents should know that there is constant action violence. A character explodes. As in the first movie, one of its strongest points is the portrayal of minority, disabled, and female characters.

Families who see this movie should talk about Juni’s grandfather, who wants people to look at him when he is in his wheelchair the same way they do when he can walk. They should also discuss what he says to the Toymaker about forgiveness. The Toymaker’s game has “the children’s attention” and wonders what they are learning. Who has your family’s children’s attention, and what are they learning? One interesting point that almost disappears in the noise is whether Juni is “the guy” a sort of chosen leader, like Neo in “The Matrix” or Luke in “Star Wars.” It is worth talking to kids about whether it matters to Juni, to the other kids in the game, or to the outcome if he is “the guy” or not. Families should also talk about the reality/perception/fantasy issues raised by the movie. Why is it important that the kids Juni meets in the game look so different when he meets them in real life?

Families who enjoy this movie will also enjoy Spy Kids and Spy Kids 2. They might also like to take a look at two other movies about going inside video games, Disney’s Tron and Super Mario Brothers. Both have outstanding special effects for their era, but, like this movie, have poor scripts.

“The League of Extraordinary Gentleman” is a great concept. Taking the energy and promise of a time of great change –the late 1800’s— as a base, adding the flavorings of a mystery in the style of Sir Arthur Conan Doyle’s Sherlock Holmes, and introducing the most famous (and infamous) of the Victorian era’s fictional heroes, the story has all the ingredients of a thumping good tale. You wouldn’t think it possible, but somewhere on the way to the table the rich, promising feast of “The League of Extraordinary Gentlemen” transformed into the disappointing gruel of “LXG”.

By collecting many of the iconic adventurers from 19th century English literature in a “League” imbued with the task of protecting England, comic book creators, Alan Moore and Kevin O’Neill, produced an extremely entertaining, albeit at times grisly, series that owes much to the “penny dreadfuls” (early British pulp fiction) and to the meatier fare of adventure literature including the likes of Jules Verne. The movie takes the graphic novel as a start, drains it of its quirky, prim Victorian tone, recreates the characters to be more appealing to the Hollywood palate, and leaves the audience on their own to find something to like in the end the result.

The plot is fairly straightforward. Mysterious “M” (thought by the comic book characters to be Sherlock Holmes’ older brother, Mycroft Holmes) recruits individuals with special abilities to protect England from a master criminal. These individuals are harvested from the writings of a rich crop of authors from H.G. Wells’ “Invisible Man” to Robert Louis Stevenson’s “Dr. Jekyll and Mr. Hyde”. Where vampire hunter, Mina Harker (Peta Wilson), is the leader of this band of “gentlemen” in the graphic novel, great white hunter, Allen Quartermain (Sean Connery) is given the task in the movie. The group –once assembled— track the mysterious “Phantom”, a man who looks like a cross between Genghis Khan and the Phantom of the Opera, to stop him before he can realize his goal of starting a global war.

It is the ‘extras’ that make this “League of Extraordinary Gentlemen” so very ordinary. Director Stephen Norrington, best known for his vampire movie “Blade” (1998), and writer, James Dale Robinson, throw in unnecessary tweaks and additions, creating an olla podrida disappointing in its muddy flavor. For example, the introduction of Tom Sawyer (a completely uninteresting Shane West) to the cast does nothing besides adding an American to the broth and violating the original concept of a gathering of Victorian anti-heroes. In other instances of pandering to the imagined tastes of the American audience, Mina Harker is made into a powerful vampire who violates all the “rules” of the genre. As any fan of “Buffy the Vampire Slayer” will tell you, vampires (at least in the movies) do not tan well nor should they be able to use mirrors. Also, the terse swordsman, Captain Nemo (a fierce Naseeruddin Shah) is gifted with impressive martial arts skills here, lest anyone think him wimpy for not using guns.

By introducing the dark ambiance and low-lit sets he used to great effect in “Blade”, Norrington robs the colorful comic book settings of everything but their two-dimensionality. He cannot resist using his previously successful, multi-layered action style —splicing scenes into a visual barrage of images— which turns fight scenes such as these with so many protagonists into an unimpressive jumble.

One of the subtle pleasures of any good narrative is that the main characters are revealed naturally, with little explanation, leaving the watcher to discover familiar ingredients in a new context and allowing movie-goers unfamiliar with the characters to savor the experience of discovering them. “LXG”, however, features pat little biographical descriptions, clogging up the flow of the story, adding additional flavorless dialogue and talking down to an audience that has likely already guessed that the Invisible Man’s “ability” is that he is invisible. All of these additions leave a potentially extraordinary film drowned in a cloying soup of mediocrity.

To look at the bright side, the “League of Extraordinary Gentlemen” has potential and originality, with familiar legends placed together in an interesting situation. The rich, imaginative fantasy that the idea of this movie represents is ambitious and intriguing. It is pity that the story does not realize even a fair share of what it could be, but it is entertaining and each of the characters deserve a second look, which is an extraordinary quality for any summer action movie.

Parents should know that this movie contains strong violence, a great deal of peril, and deaths enough for a more restrictive rating. Nameless characters are killed in every manner of way, from the traditional (flame-throwers, guns and explosions) to the supernatural, including the unwanted attentions of a vampire. There are some sexual references as well as sexuality between characters.

Families who watch this movie should talk about the strengths and weaknesses of each of these very different characters. None of them wish others to share their abilities, why not? Why would each of these lone characters come together in a “League”? What are their motivations supposed to be? What are they really?

For those families who enjoy the characters and would like to experience them in their natural environment, all of the books from which the characters are derived or inspired are recommended: for Captain Nemo, Jules Verne’s “20,000 Leagues under the Sea” or “The Mysterious Island”; for Allen Quartermain, any of a number of H. Rider Haggard’s works (most famously, “King Solomon’s Mines”); for Dorian Gray, Oscar Wilde’s “A Portrait of Dorian Gray”; for Mina Harker, Bram Stoker’s “Dracula”; for Rodney Skinner, H.G. Wells’ “The Invisible Man”; for Jekyll/Hyde, Robert Louis Stevenson’s The Strange Case of Dr. Jekyll and Mr. Hyde; and, for Tom Sawyer (in a completely different light), Mark Twain’s “The Adventures of Tom Sawyer”.

Families who enjoy this movie might consider reading the comic books, with the caveat that they are aimed at a more mature audience than the movie. Although illustrated, “The League of Extraordinary Gentlemen” is NOT for young children. Moore delights in the dichotomy of the Victorian age’s repression and debauchery, as seen in his “From Hell” series about Jack the Ripper (made into a movie starring Johnny Depp, 2001), and, therefore, presents each of the “extraordinary gentlemen” indulging in what he considers their logical vices. For example, Quartermain is a run-down opium addict, the Invisible Man takes advantage of school-girls, and Mr. Hyde kills the prostitutes with whom Dr. Jekyll consorts. Although they have been conveniently collected in one graphic novel, it is in their individual comic book form that they display the wit of their turn-of-the-(19th)-century inspired advertisements. For mature teens, the first series of the comic book (Vol. 1 – 6) might be an interesting entrée into an age of adventure.

Families who enjoy the movie’s characters might be interested in movies regarding their individual stories, including:

· Quartermain in “King Solomon’s Mines” (1937) which is dated by its stereotypes but stars the always-impressive Paul Robeson as the brave native guide, Umbopa;

· Disney’s first live-action film, “20,000 Leagues under the Sea” (1954), which features Captain Nemo, the Nautilus, and Oscars for art direction as well as –now camp— special effects;

· “The Picture of Dorian Gray” (1945), with a lovely Angela Lansbury as the ingénue who falls under Dorian’s thrall;

· The mesmerizing Claude Rains –or his voice, to be more specific— as “The Invisible Man” (1933); or the downright silly take on the tale in “Abbot and Costello meet the Invisible Man” (1951); and,

· Frederic March in his Oscar-winning portrayal of the title characters, in “Dr. Jekyll and Mr. Hyde” (1931).

While there are many versions of Dracula, few of them pay much attention to the character of Mina Harker and none of those that do bear mentioning here.

Fasten your seatbelts: The Terminator is back.

The new model has lots of upgrades, lots of new powers and some interesting new shapes. These changes lead to surprising plot twists and some funny lines. But the best part of Terminator 3 remains the old formula: one long, exciting chase scene.

Fans of the Terminator series know the recipe well by now: a relentless, all powerful cyborg is sent back from the future by its machine masters to kill the young John Conner as part of a plan to exterminate the human race. Each time, fragile human beings must find the resolve and ingenuity to escape the terminator, with doomsday hanging in the balance.

The recipe is so familiar that Terminator 3 contains in-jokes and occasionally pokes fun at itself, building on themes and expectations from past Terminator movies. There are some humorous moments that would not have appeared in the earlier movies, such as the indignant motorist in the path of destruction who wants to complain about his dented fender, or the scene where the muscular Schwarzenegger is mistaken for a male stripper.

The chase scenes in Terminator 3 are a little more clever and a lot more expensive. But their timing is perfect. The director establishes his credentials right from the start with a truck chase that is a carefully orchestrated hurricane of destruction. This is a wildly entertaining movie and should do well at the box office, but it has some significant flaws as well, most noticeably in the plot, which disappoints at important points in the story. However, plot flaws are not likely to discourage the hard core Terminator fans.

Parents who have seen previous Terminator movies know exactly what they will be getting with Terminator 3: profanity, a lot of good natured violence, edge-of-your-seat car chases and some mighty scary robots. There is a minimal amount of nudity in brief scenes, but both are shot from a distance and heavily shadowed.

Families who see this movie should talk about how we weigh the risks of technology.

Families who enjoy this movie will also enjoy the first two and other sci-fi movies with themes of machines that become aware, including “The Matrix” and “2001.”

Reese Witherspoon is still enchanting, but “Legally Blonde 2” suffers from sequel-itis. That happens when the movie studio wants badly to repeat the success of an original, but the happily-ever-after ending of the first one leaves very little room for further developments, so they just repeat the original. In this case, that even means repeating some of the same jokes.

In the first movie, sorority president Elle Woods (Reese Witherspoon) discovered that she had a brain. The fun of the movie for the audience was having our cupcake and respecting her, too. That was possible because we got to enjoy her adorable bubble-headed (but sweet-natured) reaction to very serious Harvard Law School and then see her triumph by being both nicer and smarter than anyone else. That triumph included professional and romantic happy endings. Now what?

Well, it starts by taking some of that happiness away from her, which is okay, but it also takes away some of the character development, too, leaving Elle an inconsistent and ultimately uncomfortable combination of silly and smart.

How’s this for a premise? Elle hires a detective to find the biological mother of her dog, Bruiser, so she can invite Bruiser’s family to the wedding. She finds out that his mother is in a lab for testing cosmetics on animals. When she urges her law firm to oppose the use of animal-testing in cosmetics (the movie is careful to stay away from the issue of animal testing for medication), she is fired. So, Elle moves to Washington determined to get legislation passed (“Bruiser’s Law”) freeing Bruiser’s mother and all of the other lab animals.

It’s really more of a series of skits than a story, but as long as you don’t care whether it goes anywhere, some of the skits are cute enough, thanks to Witherspoon’s precision timing and ravishing smile. The movie makes the most of Witherspoon’s talents, but wastes the considerable potential of Sally Field, Bob Newhart, Dana Ivey, and Regina King.

Parents should know that the movie has some sexual references, including a brief appearance by a stereotyped gay character and a plot development involving gay dogs. There is some strong language.

Families who see this movie should talk about what makes Elle change her mind about her final speech and how a a bill becomes a law (the movie has the details right on the hopper and the discharge petition). Some family members may want to know more about the issue of animal testing (or campaign finance). And it is worth talking about how Elle uses not just persistance and charm but facts and creative ideas to persuade people to support her idea. Families might want to consider having a snaps cup.

Families who enjoy this movie will also enjoy the original and the delightful “Born Yesterday” with Judy Holliday, another movie about a blonde who takes on Washington. They should also see “Mr. Smith Goes to Washington,” briefly viewed in this movie, starring Jimmy Stewart.

This is a swashbuckling romp of a movie, which –- with a couple of clever plot tweaks and some jaw-dropping animation -—exceeds the low expectations you might have for the hundredth remake of the Sinbad legend. Is this a great movie? No. Does it compare to Dreamwork’s uber-mega-hit, “Shrek”, in fun and intelligence? No again. But with a bag of popcorn and an open mind, this flick will provide a fine family summer getaway on the open seas.

And what seas they are! Dreamworks, the studio responsible for such hits as “Antz” (1998) and “Shrek” (2001), have taken three years to make this movie, combining three-dimensional computer generated images for the background with two-dimensional characters crossing swords and swinging from ropes in the foreground, to stunning effect. The oceans swirl and sparkle, light dances off waves, and you can almost smell the salt air as the ships pull out of port and the seagulls swoop overhead. For those who find that the subtleties of living creatures still elude the computer animation wizards – those who might have seen “Final Fantasy” (2001) or “The Hulk” (2003) without feeling any connection to the animated protagonists —- the presence of well-drawn (instead of generated) characters will be a welcome relief.

The characters themselves are cut from standard issue Disney-style cloth. There is the boyish hero, Sinbad (Brad Pitt), who learns he does have a conscience with the help of the wasp-waisted and fiercely independent Marina (Catherine Zeta Jones), with whom Sinbad shares verbal clashes that demand that there be a kiss before the movie ends. Sinbad’s crew includes loyal and wise First Mate, Kale, (Dennis Haysbert) as well as the usual rag-tag collection of colorful misfits who are quickly charmed by Marina. No animated movie these days would be complete without an animal side-kick, here in the form of a slobbering bulldog named Spike, who has more personality than half the crew combined.

The plot is more reminiscent of a Greek myth than a story from the Arabian Nights. The goddess of chaos, Eris (Michelle Pfeiffer) wants to remove the famed Book of Peace so that she can sow discord and ruin throughout the Twelve Cities. Sinbad and his crew are good-hearted pirates seeking adventure and fortune to realize their dream of retiring to the beaches of Fiji. When Sinbad attempts to steal the all-important Book in order to ransom it for his sandy paradise, he finds himself crossing swords with his childhood friend, Proteus (Joseph Fiennes). Eris frames Sinbad for the theft of the Book, leaving Proteus -– believing in his friend’s innocence -— to step in as Sinbad’s proxy in jail. Sinbad, with Proteus’ fiancé Marina as observer, must find a way to retrieve the Book within ten days or Proteus will be executed.

You might feel like you have been here before and in many ways you have. The fast pace, lovely animation and zingy dialogue will not distract you for long from noticing that there is little new or noteworthy in these 84 minutes of dazzle. However, there is a nice little message about friendship and duty here, which, teamed with ocean adventure, make this movie a sea-worthy vessel for the easy sailing of summer entertainment.

Parents should know that the characters are almost constantly in peril ranging from enormous snow-hawks to giant squid to sailing off the edge of the world. Very young children might be frightened by the threat of beheading and the masked executioner one character faces for a crime he did not commit.

Families who watch this movie should talk about the bond of friendship and what it means to believe in someone, even when they do not believe in themselves. Families might also discuss the different paths the characters choose to take and how the characters describe their choices.

Sinbad and Proteus were friends when they were young, does that mean that years later they still share a bond? Why does Sinbad tell Marina that he was lying about going back to Syracuse? Was he?

Families who enjoy this movie might consider hunting down a copy of “The 7th Voyage of Sinbad” (1958), a perennial Saturday afternoon UHF special which might be camp by today’s standards but which many parents will remember with nostalgia for its stop-action photography and vaunted skeleton-fight scene. For more dazzling animation in the swashbuckling vein, families might consider the overlooked “Treasure Planet” (2002). Those interested in another story from the classic book “The Thousand and One Arabian Nights” should rent “Aladdin” (1992) which can barely contain the voice of Robin Williams who set a standard for animated voices that has yet to be exceeded. And every family should see the neglected gem, “Arabian Knight” (sometimes known as “The Thief and the Cobbler”). Finally, for those not already familiar with the work of writer/illustrator Herge, the creator of Tintin, the books “The Secret of the Unicorn” and “Red Rackham’s Treasure” are definitely worth reading.