Leave it to the Coen Brothers to rework Homer's Odyssey as a 1930s Southern chain-gang escape film. With O Brother, Where Art Thou?, this audaciously original filmmaking team once again subverts expectations, and the gamble pays off handsomely with one of their most stylish and entertaining movies to date.

Movie buffs will recognize the title as a sly tribute to Preston Sturges' Hollywood satire Sullivan's Travels; O Brother, Where Art Thou? was the name of the socially conscious drama that comedy director John L. Sullivan vowed to make in order to establish his artistic credentials. Like its inspiration, the Coens' O Brother, Where Are Thou? manages the same difficult balancing act between hilarity and real substance.

George Clooney, in an inspired comic turn, plays Ulysses Everett McGill, a convict who breaks free from a Mississippi chain gang with fellow prisoners Pete (John Turturro) and Delmar (Tim Blake Nelson), promising to lead them to a hidden fortune. Ulysses declares himself head of the trio, based on his self-proclaimed "capacity for abstract thought"--a gift clearly not shared by his dimwitted companions. The trio survives a bizarre series of adventures, including encounters with the rabid bank-robber Baby Face Nelson (Michael Badalucco), three seductive "sirens" basking by a river, and a one-eyed Bible salesman with a malevolent streak (John Goodman). Their most auspicious meeting, however, is with itinerant young black musician Tommy Johnson (Chris Thomas King), clearly modeled after legendary bluesman Robert Johnson. Tommy and the boys happen upon a humble radio station/recording studio and make a few dollars posing as "The Soggy Bottom Boys" and cutting a jaunty song. Unbeknownst to them, as the convicts continue their dangerous journey, their little record becomes a local sensation. And unbeknownst to his companions, Ulysses' goal all along has been to reunite with the mother of his seven children (Holly Hunter) and somehow stop her impending marriage.

The picaresque structure of O Brother is essentially an excuse for writer-director Joel and writer-producer Ethan Coen to indulge in their patented brand of literate mischief. No matter how bleak the situation, the filmmakers' tone remains absurdly comical. ("We're in a tight spot!" Ulysses keeps repeating with absurd understatement as a posse fires on the barn where the fugitives have been hiding.) Even the poignancy of Ulysses' quest to make amends with his family is laced with humor: "I am the damn paterfamilias!" he proclaims, as his sassy little girl retorts, "But you ain't bona fide!" And who but the Coen Brothers would stage a Ku Klux Klan rally with outrageous visual quotes from both Triumph of the Will and The Wizard of Oz?

As always, the Coens combine delightful, idiosyncratic verbal wit with seductive filmmaking mastery. (Cinematographer Roger Deakins is back for his fifth Coen feature, and production designer Dennis Gassner his fourth.) The period look is breathtakingly beautiful, the framing and editing are lively and crisp, and the soundtrack of Southern bluegrass is a joy. Most surprising of all is Clooney's terrific performance as the cocky (and cock-eyed) Ulysses, a successful Clark Gable impersonation with snappy patter to rival that of the Coens' comic muse, Preston Sturges. Coen veteran Turturro lends amusing support as the neurotic Pete, and director Nelson is a real comedy find as goofy country boy Delmar. Charles Durning is great fun as an opportunistic governor running for re-election, while Badalucco and Coen favorite Goodman bring ferocious energy to their assignments. Hunter, whose breakthrough role was in the Coens' Raising Arizona, makes a feisty match for Clooney as his no-nonsense ex.

O Brother, Where Are Thou? is every bit as smart, eccentric and laugh-out-loud funny as the Sturges classics it salutes--and another sparkling addition to the Coen canon.

--Kevin Lally