This is a low-budget spoof of the espionage genre. To help frame your expectations, you should know that: (1) The acting is wildly heavy-handed. The stars are having great fun delivering their lines with excessive eye movement, frequent hand gestures, and off-key pacing. (2) The script deliberately lacks continuity and plausibility. Oftentimes lines are abruptly jarring and humorous because they have absolutely no relevance to previous plot elements. (3) Shots are frequently framed in off-balance angles, poking fun at genre excesses. (4) A pop-eyed Jeff Goldblum delivers complex and classically preposterous dialog in a winningly sarcastic manner.<br /><br />The film has a guiding intelligence, deliberately starting with a plot element stolen from the B-films of the 1930's: a secret code with a structure that would defy explanation by Carl Sagan. The film's over-the-top acting is used mostly for comic effect during the first 90 minutes. In an early running gag, Fay Grim's son Ned is so frequently told to leave that you can't help chuckling while feeling sorry for the lad. Parker Posey's nicely choreographed fall from bed also helps set a humorous tone early in the film.<br /><br />The film's slow pacing does not enhance the comedy elements or the drama elements that later emerge. The film's impact as drama is significantly lessened by the early comedy. Moreover, it is hard to be overly involved with the characters and their fates when the early portions of the film are so sarcastic. The musical score is intentionally heavy handed, and I found this (and the off-kilter camera angles) more irritating than humorous.<br /><br />The over-the-top acting, the implausible and nearly incomprehensible plot of conspiracies/counter conspiracies, and the slow pacing will grind on many viewers. The movie is much too long at 158 minutes.<br /><br />That said, fans who are receptive to the film's sarcasm might want to watch again ... using closed captioning to best catch the intelligent ridiculousness of the dialog. The film was too slow for me and the sarcasm felt more heavy-handed than light-hearted. But, the comedy may well appeal to your tastes. The film is worth a view for those who enjoy independent films, fans of director Hal Harley, or devotees of Parker Posey (who has the most camera time).