... AND THEY ALL LIVED BLOODILY EVER AFTER.

Byline: Glenn Whipp Film Critic

HOW CAN YOU resist a movie that features Willem Dafoe sporting a tan, Mickey Rourke cradling a Chihuahua and Johnny Depp turning in another oddball tour de force? It's all there in Robert Rodriguez's gloriously incoherent salute to action movie mythology, ``Once Upon a Time in Mexico,'' another giddy exercise in genre busting from a filmmaker who has become the best one-man band working in movies today.

``Mexico'' is the third movie in a very loose trilogy of films that began with the ultra-low-budget ``El Mariachi'' in 1992 and continued with Antonio Banderas coming on board as the series' troubadour gunfighter in 1995's ``Desperado.'' While the budgets and Rodriguez's skills as director have increased in equal measure since the movies began, the series' philosophical core - lampooning machismo with black doses of irony - remains the same, as potently enjoyable as ever.

In fact, while ``Mexico'' suffers somewhat from an overstuffed story that is at times barely understandable, it's tough to put up much of a protest when you can bask in the glorious richness of Rodriguez's high-definition digital photography, which has been blown up into a gorgeous wide-screen extravaganza that would make Sergio Leone (the movie's title is a nod to Leone's spaghetti Westerns) smile with appreciation.

``Mexico'' picks up (sort of) where ``Desperado'' left off, telling through flashback what happened to Banderas' gunslinger and his sexy senorita (Salma Hayek in what amounts to a cameo, albeit a memorable one). In present time, El Mariachi is but one player in a web of political intrigue in Mexico that includes a flippant, double-dealing CIA agent (Depp), an oily drug cartel leader (Dafoe), a retired FBI agent (Ruben Blades), a kid selling Chiclets (Tony Valdes) and the fascist general (Gerardo Vigil) who poisoned El Mariachi's life.

And that's just a sampling of the characters. All the players are merely pawns, useful instruments that allow Rodriguez the opportunity to riff on his pulpy ideas. Naturally, much of it is overwrought and the movie's violence often has a numbing sameness (the wire budget on this film must have been incredible). But there's always a great bit around the corner (Depp asking Danny Trejo, ``Are you a Mexican or a Mexi-can't?'') and the whole thing comes together in the final act with a galvanizing viva la gente conclusion.

Depp, culling eccentricities from Brando and others, delivers a brilliant turn of effortless cool. Combine it with the way he kept ``Pirates of the Caribbean'' afloat and it's obvious that it's the year of Depp, a fact that will - hopefully - be recognized by stodgy academy voters who are programmed to look for more important performances. He's in a universe by himself, in every way imaginable, and, man, aren't the movies better for it?

ONCE UPON A TIME IN MEXICO - Three stars

(R: strong violence, language)

Starring: Antonio Banderas, Johnny Depp, Salma Hayek.

Director: Robert Rodriguez.

Running time: 1 hr. 37 min.

Playing: Wide release.

In a nutshell: Gorgeously filmed riffs on machismo from Robert Rodriguez, including another great oddball turn from Johnny Depp.