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Fans of "Desperado," prepare to be wowed again. There's really just one word to describe “Once Upon a Time in Mexico” - Cool. Antonio Banderas is cool, Salma Hayek is cool, and Johnny Depp… Well, Depp could have invented the word.

“Desperado” was Banderas' movie, but this one is all Depp. Depp as a rogue CIA agent, Depp as food critic, Depp obsessed with balance and order, Depp as gunslinger, Depp as the puppeteer manipulating the most powerful people in Mexico. Easily the best lines in the movie belonged to Johnny Depp, including one classic line that had the entire audience going (and it was a screening geared toward the Hispanic population), “Are you a Mex-i-Can or are you a Mex-i-Can't?”

Don't panic if you don't get the plot. Ostensibly, “Once Upon a Time in Mexico” finds El Mariachi (Antonio Banderas) in retirement, recovering from a deep loss. CIA Agent Sands (Depp) tracks 'El' down and hires him to thwart a takeover of the government by the ruthless Barrillo (Willem Dafoe looking very orange), who's out to kill the governor by hiring the even more ruthless Marquez (Gerardo Vigil). Sands doesn't want El to stop Marquez until after the governor's dead, but El Mariachi has something else in mind - payback at any cost.

I say that's 'ostensibly' the plot because the script is a complicated animal, full of twists and turns, back-stabbing characters, and characters who change sides even during the course of a scene. Following the plot too closely would be enough to make your brain freeze up. “Desperado” had one basic storyline. “Once Upon a Time in Mexico” has a handful of storylines per character - similar to “The Matrix,” but without the latex.

Robert Rodriguez does everything but hand deliver popcorn to his audience as the writer/director/producer/editor etc. of “Once Upon a Time in Mexico.” And you've got to give him props for resurrecting actors who played characters who died in “Desperado” without any explanation or apology. Rodriguez seems to have had a field day blasting characters to high heaven and fashioning improbable gun battles. For viewers who understand Spanish, Rodriquez even throws in a few bonus jokes while painting a vivid, realistic picture of authentic Mexico.

Are there any accolades we can throw at Johnny Depp that don't sound over used at this point? After his turn this summer as the world's most bizarre pirate, Depp's been lavished with high praise from critics who've called him everything from 'genius' to 'the actor of his generation.' His performance in “Once Upon a Time in Mexico” shows his mastery of comedic timing and the ability to take the simplest phrase and make it dazzle. There aren't many contemporary actors who are consistently worthy of paying full price to see at the box office, but Depp is one of them. His work, no matter the film, is normally enough of a reason to give a movie a chance. With “Once Upon a Time in Mexico,” Rodriguez handed Depp an already fleshed out character, and all Depp had to do was infuse it with life. Here's hoping Depp becomes a fixture in Rodriguez's stable of actors.

Antonio Banderas is once again smolderingly sexy as El Mariachi. Banderas as balladeer, action star, and guitar-toting gunslinger is the glue that holds the story together. By following Banderas' reaction to each character, the story makes sense. He earned his paycheck in the action sequence that finds he and Salma Hayek fleeing out a motel room window, doing their best Tarzan and Jane impressions. As for Hayek, unfortunately she's not in the movie as much as you'd expect based on the posters. When she does show up on screen, her scenes are showstoppers.

Eva Mendes does a great job as a duplicitous Federal Agent, Mickey Rourke is unusual yet captivating as a fugitive hiding in Mexico, and Willem Dafoe though a strange casting choice, always delivers a creepy, menacing villain. Of all the supporting cast, Ruben Blades is the standout. If Depp's character is the brain and the balls of the U.S.' involvement in Mexico, Blades is the heart of the U.S. presence.

Robert Rodriguez took a break from his “Desperado” characters with “Spy Kids,” but now he's back to making movies for grown-ups. Visually remarkable, with quick cuts, consuming action sequences, and razor sharp dialogue, this one's fun, frantic, and totally entertaining.

GRADE: A-

"Once Upon a Time in Mexico" was written and directed by Robert Rodriguez and is rated R for strong violence and language.

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