Children of all ages will have a hard time resisting Spy Kids, a live-action comedy starring Antonio Banderas and Carla Gugino as retired secret agents whose pre-teen son and daughter must save them --- and the world. Although gadgets galore almost overwhelm the film’s characters and plot, this whimsical spoof of spy thrillers offers plenty of fun for the whole family.

In a fast-paced and well-edited opening, Ingrid Cortez (Gugino) tells her children a bedtime story about how two notorious spies met, fell in love, and were married. Little do Carmen (Alex Vega) and Juni (Daryl Sabara) realize it’s a true story about their own parents. "They aren’t cool enough to be spies," Carmen says.

After Gregorio (Banderas) and Ingrid are called back into duty, they are kidnapped by Fegan Floop (Alan Cumming), the host of a television program who turns secret agents into bizarre characters for his popular kiddie show. Discovering their parents’ true identity, Carmen and Juni decide to use all the spy equipment they can find to bring their family back together. And what an amazing arsenal they manage to collect! Exploding bubblegum, silly-string cement, jetpacks that resemble backpacks but zoom like rockets, a submarine pod that transforms into a boat, a spy car with video screens, and a mini-spy plane with video-game controls are among the inventions used in their daring exploits.

Filmmaker Robert Rodriguez, whose claim to fame lies in creation of such violent movies as Desperado and From Dusk to Dawn, let his inner child run wild in writing and directing this espionage fantasy. ‘I wanted to make a movie that had the kind of imaginative elements of all those movies I loved growing up such as Willy Wonka and Chitty Chitty Bang Bang --- which was written by Ian Fleming by the way, " explains Rodriguez. The visual wonder of Spy Kids exceeds his goal. Floop’s surrealistic castle and his Thumb-Thumb robot guards win hands down over a flying horseless carriage and those musical Oompah Loompahs,

Cumming, a Tony-winner for Cabaret, displays his unique singing talent in the film’s only musical number. His flamboyant potrayal of a villain who just might be more concerned about show business than destroying the world is a gem. The movie’s other "bad guys" include Tony Shalhoub (Big Night) as Floop’s quietly evil assistant, Robert Patrick (from television’s X-Files) as a humor-challenged corporate executive, and Teri Hatcher (Tomorrow Never Dies) as a betrayer who gets her comeuppance in the form of an extremely bad hair day.

Although each actor seems to be having a great time in this rambunctious movie, Vega (Deep End of the Ocean) and newcomer Sabara don’t always connect as brother and sister. Vega frowns most of the time, and Sabara’s klutziness doesn’t ring true. They also lack the comic timing needed for these key roles. In contrast, Banderas (The Mask of Zorro) and Gugino (Snake Eyes) can do no wrong. Funny and sexy, they bring Gregorio and Ingrid to life in every scene together. In addition, while wearing sophisticated disguises before settling down to raise a family, this stunning couple makes the ultimate fashion statement for spydom.

Ingrid, Gregorio, Carmen, and Juni learn that keeping the Cortez family together is more important than any spy mission. Does this mean they won’t accept other assignments as secret agents in the future? Of course not. A sequel is already in the works.

(Released by Dimension Films and rated "PG" for action sequences.)