Organization of Super Spies (OSS) agent Marissa Wilson (Jessica Alba), is leading a team of agents attempting to capture a criminal named Tick Tock (Jeremy Piven), who purchases a mini-disk stolen from OSS. Despite being nine months pregnant, and despite going into labor, she continues her pursuit, against the admonitions of her boss, Danger D'amo (also played by Jeremy Piven). Tick Tock is captured, and the mini-disk, which contains information on a weapon of mass destruction called Project: Armageddon, is retrieved.
At the hospital, Marissa meets her spy-hunting TV host husband, Wilbur (Joel McHale), who thinks she is an interior decorator, and her two stepchildren by him, twins Rebecca and Cecil (Rowan Blanchard and Mason Cook). And after giving birth to a daughter, Maria, she decides to retire, in order to keep her family out of danger and prevent them from learning about her former career. However, the twins observe that Wilbur's work leaves him little time to spend with them, and Rebecca in particular does not accept Marissa as a replacement for her deceased mother, and delights in playing pranks on her. Attempting to strengthen her rapport with Rebecca, Marissa gives her a red-sapphire necklace that she says her own parents gave her when she was Rebecca's age, and which she says will protect her in her darkest hour.
The media reports that time is speeding up at an increasing rate. A masked mastermind calling himself the Time Keeper (also played by Jeremy Piven), who is allied with an escaped Tick Tock, claims responsibility for the phenomena, saying he will unleash Project: Armageddon, as punishment upon a society he believes wastes time with meaningless pursuits instead of treasuring time with one's loved ones. The Time Keeper demands that Tick Tock bring him the Chronos Sapphire, the only thing that can stop it, which is revealed to be the jewel in the necklace Marissa gave Rebecca. The OSS calls Marissa back out of retirement, and instructs her to bring the Chronos Sapphire with her. When Marissa requests it from Rebecca, it further strains their relationship, and when Marissa arrives at OSS headquarters with Maria, she discovers that the box Rebecca gave her did not contain the jewel.
Before Marissa can return home, Tick Tock's henchmen break into their house, and Rebecca and Cecil are directed to take refuge in a secret Panic Room built into their home, where they view a video of Marissa informing the children of her secret career. The incredulous twins are further shocked when their dog, Argonaut, begins to speak, revealing himself to be an intelligent robot. The twins escape the henchman and go to OSS headquarters, where Marissa's niece and their step-cousin, Carmen Cortez (Alexa Vega), gives the twins a tour of the now defunct Spy Kids Division, and the weapons its juvenile agents once used. Carmen lets the twins each pick out one deactivated gadget as a souvenir.
As Marissa pursues Tick Tock with Maria in tow, Rebecca and Cecil decide to go after the Time Keeper. Their search leads them to a clock shop, which is revealed to be Tick Tock's headquarters. The twins view a video of the Wells Experiment, a 1930s time travel project that resulted in a boy being frozen in time, and which reveals the nature of the Chronos Sapphire in Rebecca's necklace. The twins are then captured by Tick Tock, but are then rescued by Marissa and Carmen, who activate the twin's souvenirs, though Tick Tock manages to steal the Chronos Sapphire before the family escapes. Wilbur's investigations also lead him to the clock shop, but he is shocked to learn that Marissa is a spy. When he destroys the footage that he and his cameraman filmed of the battle, he is fired, and becomes estranged from Marissa and the children.
As time continues to speed up, OSS agents are debriefed on the Wells Experiment, which almost caused the end of the world. The OSS shut down the experiment and placed the device under lockdown. Among the agents assigned to the case is Carmen's brother, Juni Cortez (Daryl Sabara), who has been on a secret mission, and has not seen her in seven years. Bitter over their estrangement, she tosses his ID badge in the garbage out of spite. The twins confront Danger D'amo over the fact that his watch is similar to the one worn by the Time Keeper, and the fact that his name is an anagram of Armageddon. He confirms that he is the Time Keeper, and imprisons them. When a group of OSS agents led by Marissa, Carmen and Juni return to the clock shop to confront the Time Keeper, he freezes the agents in time using circuity in their ID badges that he can control with his watch, and does the same on a more massive scale to 18 major cities around the globe. Juni, however, whose badge was thrown away by Carmen, is still free, and manages to free Marissa and Carmen.
Danger reveals to the twins that his father was the head of the Wells Experiment, and that he was the boy frozen in time. His father spent the remainder of his life trying unsuccessfully to set him free. The OSS managed to shut down the experiment with the Chronos Sapphire, which fell to Earth as a meteorite. In doing this they freed the boy, but he was now a man in a boy's body, and his loved ones were all now dead. Now Danger plans to use the Armageddon Device in go back in time in order to be reunited with his father. Cecil, however, tells Danger that attempts at time travel merely create multiple versions of oneself. Cecil deduces that Danger has already tried this unsuccessfully before multiple times, and that each time he comes back, he comes back worse, pointing out that Tick Tock and his now-unmasked minions are all versions of Danger himself. Cecil says that persisting in trying to change the past will only cause Armageddon, and Rebecca, who sympathizes with Danger's bereavement, tells him that it is important that he use what time he has wisely, instead of trying to acquire more of it. When Danger's time vortex opens, he steps through it, and meets his father in the past, but then returns an elderly man, and realizes that Cecil was right, as he could not change anything. He shuts down the device, and Tick Tock is apprehended by Wilbur, who shows up and is reunited with Marissa and the children. Carmen and Juni announce that they will lead a revived Spy Kids program, while Rebecca and Cecil go on to become recruiters of new agents themselves, including the kids watching the movie.
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