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NOTE: Another great spoiler was sent in by SatchmoJuJu

The film opens in the 70's, in Italy. Bo Derek runs out of a fancy house while attacking guards. A well-dressed man yells that it's not really Bo Derek and demands someone stop her, but its too late. She escapes, and he gets arrested.

As Bo drives off, she removes her mask to reveal that he is Fabrizzio Disguisey (James Brolin), a master of disguise. We learn in a voice-over that he decided the life was too dangerous, so he quit when his son Pistachio was born. He opened an italian restaurant in America, and raised Pistachio as a normal boy. however, the Disguisey's are born masters, so at times Pistachio cant help but mimic people, which gets him into trouble. He also likes to put underwear on his head and do voices, which irritates his father to no end.

One fateful day, as pistachio's 'girlfriend', a girl he just met the night before, tells him off. Just then, a boy comes by on a skateboard, and falls down. the cheer the boy up, and perhaps avoid a lawsuit, Pistachio does some voices with him, and lets the boy, Barney Baker, play with his dog, The Cuteness.

That night, the mysterious man from the beginning of the film returns. He kidnaps Fabrizzio and Mama Disguisey. Pistachio calls the police, but they tell him to go away, and he has no idea what to do. Right then, there is a knock on the door.

His grandfather, Grandpa Disguisey (Harold Gould) appears. He explains that Pistachio is a Disguisey, and therefore a master of disguise, and he must save his parents.

According to the Disguisey code, Grandpa can help pistachio, but cant rescue Mama and fabrizzio. The training begins.

Meanwhile we find that the shadowy man was Devlin Bowman (Brent Spiner, Data from Star Trek). He's spent the last 20 years in jail because of Fabrizzio and now plans to extract his revenge.

He wants him to use his disguisey powers to steal 100 treasures. If he doesn't, mama will be punished. For the first one he dresses as Michael Johnson and steals the constitution.

Grandpa Disguisey shows Pistachio his father's nest, where he disguises himself, and they start their training. Pistachio learns how to make costumes and use false teeth, but he cant really get into a character. Grandpa explains that the Disguiseys can tap into 'Energico', a force-like energy that allows you to become another person, if you chant precisely that. Once Pistachio learns to tap into the Energico, he becomes a level 1 apprentice. He also has to learn how to do an open hand slap, since the disguiseys don't believe in punching people. He practices on a robotic dummy, in several amusing scenes.

The last part of being a level 1 apprentice (there are over 400 levels) is to get an assistant. After interviewing 50 people, grandpa is about to give up, when Barney's mom, the amazingly attractive Jennifer (Jennifer Espisito) shows up to interview.

Grandpa likes her, and tells her that many assistants tend to fall in love with disguiseys, can Jennifer keep from doing that. She laughs, and she's hired.

Grandpa gives Pistachio a nest in a box and wishes him well. Pistachio and jennifer get to work examining the scene of the kidnapping and come across a cigar which was hand-rolled at the Turtle club, and they get ready to go incognito.

Meanwhile, Fabrizzio, dressed as Jesse Ventura, steals the liberty bell.

Pistachio and Jennifer arrive at the turtle club, with Pistachio dressed as a giant turtle-ish man, having the wrong idea about how you get in. Jennifer sweet-talks the bouncer and he lets em in for a little while. They find the cigar roller and he says he rolled it for bowman, but wont give up any information. On the way out, the turtle bites off a guy's nose and spits it back on...yea.

About now Fabrizzio dresses as Jessica Simpson and steals the Apollo space ship.

Jessica goes online and finds info on Bowman and finds he'll be at an antique show the next day. Pistachio and Jessica go, pistachio as a church-lady esque woman named 'Gammy Yum-yums.'

They run into Bowman, who is quite taken with jennifer, and invites her back to his place the next day for a fancy party.

Afterwards, Jennifer is hesitant to go, but Pistachio convinces her. We then meet her boyfriend, Trent, who is a total jerk and doesn't like Barney.

The next day Jennifer goes to the party, and Pistachio shows up as Mr. Peru, an obvious Tony Montana (Pacino in Scarface) parody. Jennifer steals some photos of Fabrizzio stealing the treasures, and tries to slip out, but Devlin is quite taken with her, and tries to get her alone. Pistachio shows up as a Swedish tax investigator asking for Jennifer, but the guards seem doubtful, so when they return, he's dressed as a british secret agent, and takes Jennifer.

That night while they eat dinner, they notice Trent at the next table with the girl from the beginning of the film. Pistachio uses his open-hand slap techniques to knock him out.

After dinner, Jennifer tells pistachio that she believes in him, and that he can do anything, she then kisses him and tells him to make a plan. Soon after, she is kidnapped by Devlin.

Back home, Pistachio is out of ideas. He asks his grandfather what to do via a ball of knowledge. His grandfather is out of ideas too, but Barney happens along with a smart new plan.

The next day, we see Devlin interviewing with Kevin Nealon about how he got all of these treasures, which he's going to sell on Black Market Ebay. He reveals that it was Fabrizzio, and that he has a plan for him. Devlin is going to crazy glue a mask of himself onto Fabrizzio's face, and then throw him off a cliff. everyone with think he's dead.

Pistachio appears, he was Devlin's cherry pie. He sneaks through the house, pelting the security goons with cherries. He gets into Devlin's underground main base, where Devlin spots him because he forgot to change out of the cherry feet.

Jennifer is there as a Vana White for Devlin, and Pistachio tries to rescue her, but Devlin shows him how his Mama is in trouble, but at that point, she beats up the guards and tells him to get devlin. Devlin knows he's in trouble, so he calls out a troupe of Ninjas, who are defeated at the open hands of pistachio. (insert real ultimate power joke here)

Devlin is frustrated, but he knows he cant defeat Pistachio, so he changes his plan. He unleashes fabrizzio, who has the mask glued to his face, and thinks he IS Devlin. Grandpa appears and says that Fabrizzio has fallen to the Dark side of energico, and Pistachio must try and make him remember. Eventually he does, but putting his underwear on his head. Fabrizzio sort of absorbs the mask into his face, and goes back to the good side of Energico.

Everyone is safe again, and Fabrizzio is proud of his son. However, the movie ain't over yet, because Devlin got away with the constitution. Pistachio tracks him down and dresses as George W Bush to capture him. He gets the constitution and slaps him around. The 3 generations of Pistachio men stand together and laugh.

The credits are full of out-takes and deleted scenes, worth staying for.


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