Once upon a time there were two spies who fell in love, quit their jobs and moved to the suburbs.

Not the real suburbs, mind you. The suburbs in Spy Kids aren't located in actual physical space — the spot where the former secret agents now find themselves situated actually looks more like some choice, secluded parcel of California beachfront real estate (the sort of place where Bill Gates or Mel Gibson might set up shop). No, this suburb is more a state of mind. The state that comes with two kids (one of each sex, naturally), the minivan, the dog, regular PTA meetings and respectable, sedate gigs as upwardly mobile "consultants."

That state-of-mind thing is important because what director Robert Rodriguez seems to be telling us in Spy Kids — besides the obvious Turn Off Your Brain and Just Enjoy It — is that we're only as old, young, brave, cowardly, smart or stupid as we feel. Not exactly the most original or profound thought on the block, but certainly a heartfelt one coming from the iconoclastic filmmaker behind El Mariachi and Desperado — who is himself a respectable member of society these days and the father of three strapping young boys to boot. Small wonder Rodriguez is suddenly finding time to help us discover our inner scamp.

Antonio Banderas and Carla Gugino (Nic Cage's gal-pal from Snake Eyes) play the married-with-children ex-spies in Spy Kids — although the movie wastes no time allowing the comfortable couple to come out of retirement and join forces with their adorable offspring to show us they've still got the spy stuff. Seems a couple of dastardly dudes are plotting to take over the world with the help of an army of multicolored mutants and pint-size androids. Or something like that.

Much like the "Once upon a time" that opens the film, Spy Kids is a bedtime story, if not a love letter, to Rodriguez's own kiddies, as well as for little ones everywhere. Filled with zingy action, fabulous inventions, monsters (not too scary, mind you) and a few obligatory pee-pee and poo-poo jokes, Rodriguez's thoroughly kid-friendly project makes up for a fairly forgettable storyline by offering lots of crowd-pleasing eye-candy, some clever gags, a couple of highly watchable performances (Banderas is fine, although not on screen enough, and Alan Cumming, as the villainous Fegan Floop, is excellent) and sheer momentum. As usual, Rodriguez served as his own editor, and Spy Kids benefits enormously from the filmmaker's snappy rhythmic sense.

Besides the obvious reworking of the territory where the daily lives of ordinary people intersect with the dangerous, mysterious and fabulously glamorous world of international espionage (a favorite motif, from numerous Hitchcocks to True Lies), Spy Kids offers up a little Harry Potter, a lot of James Bond, Tim Burton, Willy Wonka, Dr. Seuss' The 5000 Fingers of Dr. T and more. There are no conscious rip-offs here, just a steady stream of influences from what appears to be everything Rodriguez has ever seen and absorbed, all bubbling away just under the movie's surface.

It doesn't mean a whole heck of a lot, but Rodriguez milks Spy Kids for all the fun it's worth. Mom and Dad are abducted by the baddies in the movie's first act, and the film loses some personality when Banderas is out of the picture, but even here Rodriguez's instincts are correct in opening up the space to allow his child actors the opportunity to strut their stuff solo during the film's crucial middle section. After all, it's their movie.