WASHINGTON -- A film that introduces visitors to the International Spy Museum in Washington begins with the phrase "All Is Not What It Seems."

Indeed, a tube of lipstick turns out to be a gun.

A wristwatch holds a camera, and an umbrella is capable of firing poison pellets that felled a Soviet dissident on a London street.

The museum, which will open Friday, seeks to shed some light on what it calls "the second-oldest profession" by concentrating on the gizmos, the games, the glamour and the greats of spying.

It's easy to be drawn in. First, there's the gadgets, including guns disguised as flashlights and cigarette cases, a listening device hidden in the heel of a shoe and an ashtray whose bottom can be removed to reveal a decoding wheel for secret messages.

The 6,300-square-foot museum also proves to be quite fun. Visitors are challenged to see whether they have what it takes to be a spy.

In the museum's first room, visitors can adopt a secret identity.

They must memorize the details of their new self to pass questioning from a computerized border guard later in the museum.

They are also asked to identify suspicious activity with a glance at a typical street scene and can put on headphones to hear conversations taking place around the museum, which itself comes equipped with listening devices.

By relating the profession's thrilling episodes and drawing people in with interactive exhibits, museum officials said they hope to also convey the importance of intelligence and the role it has played in history.

"Intelligence can make the difference between war and peace," said E. Peter Earnest, the museum's director and a 36-year CIA veteran.

Indeed, spies have been key figures in history's pivotal moments, from Moses sending agents to scout out Canaan and the Greeks gaining access to Troy in the bowels of a wooden horse to the turncoats in World War II and the agents who ferreted out nuclear secrets during the Cold War.

And now the 40-million-dollar museum dedicated to the profession is opening in today's world capital of espionage, where the Federal Bureau of Investigation (FBI) estimates there are 8,000 spooks in a city of 570,000 residents.

Appropriately, the complex is located in the heart of Washington, sandwiched between the National Portrait Gallery, which displays the many faces of society, and the FBI, the federal government's enforcer. It is also across the Potomac River from the Pentagon, a target in the September 11 terrorist attacks, which exposed intelligence failures as well as intelligence's post-Cold War importance.

"In a democracy it is especially important for the public to have a more realistic understanding of the intelligence business so we can appreciate its role in our society and impact upon major world events," said Milton Maltz, the museum's founder. "Spying is an integral part of political and social landscapes across the globe."

The private museum began as the dream of Maltz, a man who made his fortune in broadcasting but started off with a post at the National Security Agency, the U.S. Cryptology Organization.

After he retired from television, he put 25 million dollars of his own money into the International Spy Museum.

That money has gone to exhibits like a nuclear bomb bunker whose walls and floors shake with the roar of a simulated atomic blast.

There's also one of the few surviving enigma cipher machines, used by the Nazis to produce unbreakable codes during World War II until a machine was secretly obtained by the allies.

The exhibits also take in pop culture with a replica of James Bond's Aston Martin, equipped with machine guns that jut from below the headlights, a panel of bullet-proof glass and tire shredders.

"It's the only museum where you can see Aldrich Ames and Austin Powers," Earnest said.

Sections also tell the stories of celebrity spies, such as chef Julia Child and dancer Josephine Baker, and double agents like Ames, who is serving a life sentence for passing top-secret information to Moscow. The Washington mailbox where he made his drops is also on display.

Finally, before leaving the museum, visitors can talk to living- and-breathing former intelligence officers, who look anything but mean-spirited or shifty. Instead, they exude smiles and enthusiasm.

But armed with their new-found knowledge on covert operations, visitors will know to give them a second look.