**** (PG)

Director: Gore Verbinski.

Cast: (voices) Johnny Depp, Isla Fisher, Ned Beatty, Bill Nighy, Stephen Root.

IF you've ever had to take a kid to the movies, you'll know how great it is when the film-makers seems aware that grown-ups might actually watch it too and throw in a few gags, references and a bit of general intelligence for your benefit.

Rango is that kind of film, almost going too far in the adult-appeasing direction. While there's nothing in here that is unsuitable for kids, it's dialogue, gritty Western setting and jokes seem geared towards the adults, even more so than the kids.

Depp voices the Hawaiian-shirted Chameleon With No Name, who strolls into the wild western town of Dirt and assumes the character of Rango - a hard-drinkin', fast-talkin', six-shootin' outlaw.

Fortunately (or unfortunately) for him, Dirt's inhabitants - a motley crew of reptiles, rodents, rabbits, and other desert creatures - is in need of a hero. The town's water supply is drying up and Rango may be the answer... if he doesn't get killed first.

While it's hard to tell what kids get from a film and what they don't, the first act alone is packed with stuff that will likely shoot over their heads - a reference to Fear And Loathing In Las Vegas, cryptic discussions about a spiritual quest, meta-references to the nature of a protagonist's journey, and an introduction to the main character's existential search for identity. With narration from a mariachi band of owls.

Elsewhere, there are symbolic dream sequences, a plot reminiscent of Chinatown, plenty of wild west conventions, an homage to Clint Eastwood, dialogue that doesn't dumb itself down, and some hilariously adult-geared jokes.

For the kiddies, there is slapstick and lots of fast-moving action. While I'd happily let a child watch Rango, it feels like this film was made to appeal to adults more than children - which is certainly not the way the film was marketed.

Having said all that, it's fantastically fun, intelligently made and visually astounding. There's enough happening for the little kids to like it and it's one of those movies that will reveal more and more to youngsters as they rewatch it in years to come... and that's the best kind of film.

In the meantime, it's also a guilty pleasure for the grown-ups.