You've got your flapping penguins, your Super Disc Shooters, your walking, snorting Mr. Bacon, your fighter planes whistling by in a circle over your head. Just about everything at All Wound Up either moves or makes a noise or both. All at the same time.

That's the point, says Fred Sandoval, manager of the All Wound Up location at Crossroads Plaza. Why buy a toy if you don't know how it works or if it works? Try it out, says Sandoval. Turn it on. Watch Amphibious Pal swim under water."This is a hands-on store," he says.

It's also a store that goes through 600 to 700 batteries a week to demonstrate its toys, he says, not including the batteries it sells to the customers.

It's without a doubt the noisiest store at the mall. Sandoval and his employees turn on dozens of toys each morning and let them beep, snort and clang till the store closes. Shoppers are greeted at the door by a low-crawling soldier and a low-crawling cowboy, both tethered to the inside of the store so that they seem to be making a valiant but futile effort to escape the din.

All Wound Up was started by a Cleveland businessman as a seasonal toy kiosk, expanded to seven full-time and more than 80 Christmas season stores, and then was bought by the Waldenbooks division of Borders Inc. last spring. This Christmas there's an All Wound Up at Crossroads, Cottonwood Mall and Fashion Place Mall.

"At normal toy stores it's 'hands off,' " says Sandoval. "We say 'please do touch,' and 'food and drink allowed.' "

When there are enough kids in the store, he says, he'll hand them each a Super Disc Shooter, divide them into two teams, and let them have at it.

"Even if the parents don't buy anything, we want the kids to play with" the toys, he says. The idea, of course, is that the kids will have had so much fun that mom and dad will sneak back the next day and buy something.

Testing each toy before it leaves the store, to make sure it works, also cuts down on returns, he says, and on what he says is the "3 to 5 percent defective rate" among most toys. It also cuts down on disappointment. Sandoval remembers the painful Christmas he got a hover craft that didn't so much glide over the water as sink into it.

"Commercials can be deceiving," he notes from experience.

With all the clanging and whirring and whirling, it's no wonder that the most frequently asked question at All Wound Up is "doesn't this drive you crazy?" Not at all, says Sandoval, even though it's hard not to notice that the Orion Express train makes a noise like a car alarm. Sandoval says he goes home and cranks up his CD player as loud as he can to unwind.