Once Upon a Time in Mexico is the third installment in jack-of-all-trades Robert Rodriguez's El Mariachi movies, following El Mariachi and Desperado. Three times is not the charm here, as Rodriguez's (Spy Kids 3-D: Game Over, Spy Kids 2) considerable talents are all over the place. He has a great eye for action and a newfound love for filming in digital (Once Upon a Time in Mexico was filmed with a digital camera, and it is hard to tell the difference), and a loyal group of actors (who all look amazing gorgeous), but a low attention span. Mexico is all over the place. While Rodriguez was busy writing, directing, editing, and scoring the film, he forgot to come up with a coherent story.

Well, there is one, but it is not developed well. The film goes from one action sequence to the next, with everything leading up to an anticlimactic confrontation between El Mariachi (Antonio Banderas, Spy Kids 3-D, Ballistic) and Marquez (Gerardo Vigil, Cabecillas de la Sierra, Insaciable Venganza). In a series of flashbacks, Rodriguez shows how Marquez murdered El's (yes, that's how the film refers to him) wife Carolina (Salma Hayek, Spy Kids 3-D; Frida), who can kick butt just as well as her husband. El is retired, but CIA Agent Sands (Johnny Depp, Pirates of the Caribbean, From Hell) convinces him to come back for Marquez. Sands is trying to prevent Barillo (Willem Dafoe, Finding Nemo, Auto Focus), a cartel leader, from completing his plan of assassinating the Mexican president and taking over.

There is a lot more going on, too. El assembles Lorenzo (pop singer Enrique Iglesias) and Fideo (Marco Leonardi, Texas Rangers, The Five Senses) to form their little mariachi death squad, and Sands sends Cucuy (Danny Trejo, Spy Kids 3-D, XXX) to watch over them. Meanwhile, he contacts former FBI agent Jorge (Ruben Blades, Assassination Tango, All the Pretty Horses), who has a history with Barillo and sets his sights on Barillo's underling Billy (Mickey Rourke, Masked and Anonymous, Spun). Oh yeah, and Eva Mendes (2 Fast 2 Furious, All About the Benjamins) doing something.

With so many people and such a dense plot, one wonders why nothing really happens. Non-action scenes drag on interminably long, and story loses itself because it is so big. Rodriguez, who is one of the few writer/directors who can successfully convey a sense of fun in his movies, cannot do so here. All the bullets and explosions come off as sensory overload, especially as the camera zooms all over the place, and aside from some acrobatic antics from a terse Banderas, there is not much to look forward to. Everything is just so empty here. He has a cast of fantastic actors, but gives them nothing to do. One thing to note is another strange performance from Depp, who is beginning to enter the realm of the truly weird.