“Red” is everything we’d hoped Sylvester Stallone’s “The Expendables” would be but wasn’t.

It’s kooky, brawny, brainy (OK, maybe we didn’t expect that from Sly) and outfitted with a geezer-ish cast of the highest order.

Best of all, it features one of 2010’s funniest scenes: Oscar winner Helen Mirren — in elegant gown and clunky combat boots — commandeering an enormous automatic machine gun and mowing down a garage full of government goons. Angelina, better watch your back — a new action “Queen” could take your crown.

Speaking of Angie, “Red” makes her cockamamie “Salt” and that other summer CIA-agent-on-the-lam failure, “Knight and Day,” look like amateur night.

“Red” pulls off the silly spy antics with snap and style, thanks to a zinger of a screenplay from Erich and Jon Hoeber — brothers who previously inflicted a terrible case of brain freeze upon us with Kate Beckinsale’s “Whiteout” — and A-list actors in sync with the material’s irreverence. Heck, “Red” even summons Ernest Borgnine — yes, the Borgnine! — out of semiretirement for a nifty cameo as a CIA records keeper.

Quirky casting like that turns “Red” into a massive sandbox for veteran actors to romp in. But unlike the similarly star-stuffed “Oceans” series, director Robert Schwentke (“Flightplan”) never allows his crisply plotted film, loosely based on a graphic novel by Warren Ellis and Cully Hamner, to descend into an out-of-control actors’ frat party.

Credit for keeping the Hollywood self-involvement at a minimum belongs to lead Bruce Willis too. Willis has been in dire need of a serious hit, and here he creates a likable guy, not a goof-off who regularly mugs for the camera.

As lonely and retired ex-CIA agent Frank Moses (biblical reference executed well), Willis is puppy-eyed charming and tough. The role plays to Willis’ strong suit — a macho guy with a hunger for love and gunplay.

It benefits the actor that the object of Frank’s affection is played by Mary-Louise Parker. Unfortunately, the “Weeds” actress is saddled with the thankless role of the annoying love interest who is first kidnapped by Frank and later participates in the mayhem. As she has done in the past, Parker does the least obvious thing with a most obvious character.

Both go on the run after the CIA targets Frank for assassination.

“Red” gets cooking when Frank re-teams with his put-out-to-pasture spy cronies. They include: Joe Matheson (Morgan Freeman), exiled to an assisted living home; Marvin Boggs (John Malkovich), who remains paranoid and trigger-happy from the LSD testing he underwent years ago; perfectly coifed Victoria (Mirren), who runs a B&B and takes the occasional assassin gig; and Ivan (Brian Cox), a Russian who carries a torch for Victoria.

All are hilarious, but Malkovich and Mirren are the scene-stealers. Malkovich has become the MVP for goofy supporting characters with this role — his scene involving a pink stuffed bunny and a Realtor will have you in tears — and his colorful turn in “Secretariat.”

Mirren, in a smaller part, is his equal as a Martha Stewart type (she based her performance on Stewart) with a license to kill. Her deadpan delivery is priceless.

Another standout is Karl Urban as Frank’s hotshot, tech-savvy CIA nemesis William Cooper. The New Zealand actor brings depth along with bristling intensity and sexiness to the role.

But singling anyone out is a foolish endeavor, because the ensemble is terrific. These are pros at work here, and they not only show up the new action-star punks but prove they’re far from expendable.