After watching "Rat Race" last week, I noticed my cheeks were sore and realized that, when not laughing aloud, I had held a grin for virtually all of the film's 112 minutes. Saturday night, I attended another sneak preview for the movie and damned if I didn't enjoy it as much the second time as the first. "Rat Race" is a great goofy delight, a dandy mix of energetic performances, inspired sight gags and flat-out silliness. Hands down, this is the most fun film of the summer.

The movie begins with zippy retro-style opening credits that look like they were torn straight out of a '60s slapstick comedy, featuring animated photos of the cast attached to herky-jerky bodies bounding around the screen. Then comes the setup.

Donald Sinclair (John Cleese), the extremely rich owner of the Venetian Hotel and Casino in Las Vegas, enjoys concocting unusual bets for his high rolling clients. To that end, he places a half dozen very special tokens in his slot machines. Gathering together the lucky token holders, he explains, "Today you have a chance to play a game where the odds of winning are one in six." The competition is simple: Each contestant gets a key that opens a locker in Silver City, N.M., containing $2 million in cash. There is a transmitter in every key, so that Sinclair and his cronies can keep track of who is ahead. The race has no rules – whichever contestant reaches the locker first gets the money.

Since it would be wrong to spoil any of the jokes, let's use the next few paragraphs to profile the racers.

Decked out in flashy, trashy clothing and sporting big hair, Vera Baker (Whoopi Goldberg) is in town to reunite with the daughter she gave up for adoption as a baby. She finds that grown-up Merrill (Lanai Chapman) is erudite, conservative and more than a little bit wary of this stranger trying to jump into her life. Thrown together, it becomes clear that both women share a fierce competitive nature.

Owen Templeton (Cuba Gooding Jr.) is currently the most hated man in America. An NFL referee, he cost gamblers all over the country enormous amounts of money by blowing a call in a high-profile game. After escaping from a vengeful cab driver, Owen gets to New Mexico by masquerading as the driver for a busload of Lucy Ricardo impersonators heading to a convention.

Mr. Pollini (Rowan Atkinson) is a cheerful, odd little Italian man on holiday in America. He also is narcoleptic and falls asleep at the most inopportune times. Pollini hitches a ride with Zack (Wayne Knight), a hyper-tense ambulance driver carrying a human heart across country for a transplant operation.

Randy Pear (Jon Lovitz) promised his wife Beverly (Kathy Najimy) and two kids a fun-filled vacation in Las Vegas. Fearful that Beverly will be angry over his involvement in the race, he claims that he must travel to Silver City for a job interview. Beverly insists the family stay together, so they hop in the mini-van and tear off into the desert.

Brothers Duane (Seth Green) and Blaine (Vince Vieluf) Cody are young, crooked and stupid. Blaine has a speech impediment due to his poorly self-done tongue piercing, and Duane is the only person who can come close to understanding him. The boys will stop at nothing to reach their goal.

Finally, Nick Shaffer (Breckin Meyer) is a no-nonsense lawyer-in-training who recruits helicopter pilot Tracy Faucet (Amy Smart) for the journey. At first glance, they seem blandly wholesome, but all that changes when Tracy buzzes the home of her boyfriend Shawn (Dean Cain) and spies him swimming with another woman.

Director Jerry Zucker ("Airplane," "Ghost") leaps from racer to racer, periodically returning to Las Vegas where Sinclair and Mr. Grisham (Dave Thomas), his personality-impaired right hand man, continue cooking up bizarre bets for the gamblers. As with any Zucker production, a few jokes fall flat, but the momentum of the comedy zooms past those missteps. High points for me include a bit involving Kathy Bates as a roadside squirrel salesperson and an intricately set up gag that carries Jon Lovitz and family from a bizarre museum to an outdoor rally, with an utterly tasteless and screamingly funny pay-off.

Had I been part of the filmmaking team, I would have ditched a joke where a key is dropped into a baby's clothes and instead had the key get lost in the cleavage of a dozing society matron. It would have drawn the same laugh without the squirm-inducing hint of child molestation. I also would have selected a different band for a concert sequence. My God, do we really need yet another movie with Smash Mouth performing "All Star?"

But enough carping. "Rat Race" is a riot, with terrific no-holds-barred performances from the diverse cast. See it, see it again and when the DVD comes out, buy it, because a movie this hilarious will surely have outtakes to die for.