Lovely opening titles over a rendition of "The Big Rock Candy Mountain" began yet another Coen Brothers pleaser. Now be warned, y'all: If RAISING ARIZONA didn't raise a chuckle, if FARGO failed to amuse, if THE BIG LEBOWSKI didn't bring a smile to your lips, well, you may just be dead. But you also may not appreciate the whimsy and humor of O BROTHER, WHERE ART THOU? This review is for the rest of you.

The Coens, realizing that The Odyssey could be a great road movie, shrewdly set their version in Depression-era American South. Ulysses "Everett" McGill (Clooney) escapes from a Mississippi chain gang with fellow chainees Pete Hogwallop (Turturro) and Delmar O'Donnel (Tim Blake Nelson) and promises to share with them the $1.2 million from his armored-car robbery. The catch is that the loot is buried at his old homestead, in a valley that will be flooded for rural electrification in less than a week.

As they set off, they encounter a blind seer, who tells them that they will behold many wondrous and strange things, before finding treasure-but not the treasure they seek. Along their way, these three encounter pigs, fire, Sirens, a Cyclops, cows, and lots of other stuff that you'll vaguely recollect from the dim mists of high school literature class.

Meanwhile, like the merry pranksters they are, the Coens drop in historical personages like Pappy O'Daniel (Durning, who's made a specialty of high-flown elected officials; see BEST LITTLE WHOREHOUSE IN TEXAS; STATE AND MAIN), Robert Johnson (blues guitarist King; here called "Tommy" Johnson), and Babyface Nelson (Badalucco). Other favored Coen actors in attendance are John Goodman as Big Dan Teague, a Bible salesman with a lesson to teach, and Holly Hunter as Penny, Everett's long-suffering wife.

The Coens also amused themselves by referencing wildly diverse movies, from COOL HAND LUKE and BUTCH CASSIDY AND THE SUNDANCE KID to THE OXBOW INCIDENT to THE PIANO, and especially SULLIVAN'S TRAVELS, from which they appropriated their title.

Kentucky boy Clooney is a trip and a half as the charmer with a mouthful of high-falutin' palaver, but the man who steals the show is Tim Blake Nelson. Nelson, already my personal hero for writing and directing 1997's EYE OF GOD, is wonderful as Delmar, a guy so sweet and equable you can't even imagine how he could wind up on a chain gang. He also wears his Southern guy role well, which can't be said of Turturro. Turturro, alas, didn't seem to get the word that the Coens were laughing about the South without making merciless sport of it. His Cletus-the-slack-jawed-yokel act really stuck out, especially with Clooney and Nelson being on their game.

We giggled, we snorted, and we laughed out loud. Sometimes I laughed not because what just happened was funny, but because the whole piece of work was such a captivating, entertaining, delightful piece of work. Like a Max Fleischer cartoon, you can only watch and marvel and wonder, "What the hellare these guys smoking?" And then there's the great music throughout the film. Damn! Another soundtrack to buy.

-Roxanne Bogucka, an Action Grrl!