Frank Moses (Bruce Willis), a former CIA agent now classified as "RED", uses any excuse he can to call Sarah (Mary-Louise Parker), a phone operator in charge of his pension cheques, and they soon become close.
One night, a band of assassins attempt to kill Moses. Knowing the team's advanced methods, Moses realises that anyone associated with him may also be in danger. He drives to Kansas City to protect Sarah and soon finds out that the hit is part of a bigger CIA conspiracy.
Moses comes out of retirement and his old squad - Joe (Morgan Freeman), Marvin (John Malkovich) and Victoria (Helen Mirren) - to expose the CIA's dirty secrets.
The cast is superb and perform magnificently. Nothing says funny quite like Mirren in a white gown packing heat. Malkovich, playing a paranoid anti-authority type, is superb. So is Willis, doing his usual thing of beating up bad guys without breaking a sweat.
Sadly the film isn't funny enough to be a straight comedy, and it doesn't have the meaty action needed make it a real thriller. The result is an action-comedy with a somewhat wasted cast, that manages to hold your interest for brief periods of time.