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For many actors, wrinkles are a death sentence. Once those little lines start to appear, most actors are left to contemplate a career filled with boring supporting roles as someone’s doting grandparent. But that’s not always the case. Some older stars are lucky enough to snag the really cool gigs—as a handful of aging actors did when they signed on for director Robert Schwentke’s spy thriller, RED.

Eternal tough guy Bruce Willis stars as Frank Moses, a former CIA operative who clearly wasn’t cut out for retirement. To pass the time, he makes regular phone calls to Sarah Ross (Mary-Louise Parker), his case worker in the pension department, who has a pretty dull life of her own.

Frank’s retirement is uneventful until, one night, a group of men raid his home. Fortunately, he still remembers his training, and he’s able to escape. Convinced that Sarah is in danger, he races to her rescue, bringing her along on a wild and crazy adventure with his Retired and Extremely Dangerous former colleagues.

Based on the graphic novel by author Warren Ellis and illustrator Cully Hamner, RED is the kind of over-the-top spy thriller that usually stars the latest ensemble of young Hollywood hotshots. It’s action-packed and completely lacking in subtlety, with extreme graphic novel violence and some visually stunning action shots that give those big summer blockbusters a run for their money.

But the remarkable thing about RED is that it isn’t a Hollywood hotshot movie. In fact, aside from Mary-Louise Parker (who isn’t exactly a spring chicken herself), Willis is the youngest good guy in the bunch. Yet this ensemble cast of crime-fighting codgers could easily take on today’s young hunks. Each cast member (and character) brings something unique to the film. Willis brings the cool as retired badass Moses, while John Malkovich brings the crazy as eccentric conspiracy theorist Marvin Boggs. And although prim and proper Helen Mirren looks like everyone’s favorite grandma when she’s holding a handbag, she can hold her own with an automatic weapon, too. Throw in a few others—like go-to guy Morgan Freeman and even Ernest Borgnine—and you’ve got one spectacular cast of elderly agents.

It’s not often that a studio will take a chance on a film that’s filled with actors who might be considered over the hill (and climbing the next one) by Hollywood’s standards—but RED was a risk well taken. With its brilliant cast, its graphic novel action, and its smooth, retro-jazzy score, it’s Ocean’s Eleven cool and as wild and crazy as, well, John Malkovich carrying a giant stuffed pig.

After watching it, you may never look at an elderly person the same way again.

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