Working from a wonderfully wacky script by Andy Breckman (SGT. BILKO), director Jerry Zucker (AIRPLANE!) throws in everything but the kitchen sink -- or maybe the sink was there -- in order to make us laugh, and the miracle is that most of it works. Frequently the film falls back on old slapstick gags, but, more often than not, the jokes manage to be funny even you've seen similar moments before. The movie is a delightful throwback to old screwball comedies. There's some funny bathroom humor in the movie, but the majority of the jokes are so clean that they could be in G-rated comedy. (The movie is PG-13.)

The setup is that billionaire hotel owner Donald Sinclair offers six randomly chosen guests in his Las Vegas hotel something with great odds -- one in six to be precise. Each is given a key to a locker in New Mexico in which he has placed two million dollars. The game is incredibly simple. The first one there gets the cash. Sinclair has a bunch of super wealthy gamblers on hand who have placed bets on who will get to the money first. It is "the gambling experience of a lifetime," Sinclair explains. The inspired script has the participants initially not participating. They can't believe it, so nobody moves. It seems as if the race will be a bust without even getting started.

John Cleese, in a small but essential part, hams it up as Sinclair. The film's best subplot has the bored gamblers wagering on a series of crazy things in order to kill the time as they wait for the big race to finish.

ROAD TRIP's Breckin Meyer and Amy Smart play Nick Shaffer and Tracy Faucet. Nick is a lawyer who has never gambled on anything in his life, and Tracy is a daredevil helicopter pilot with whom he hitches a ride.

In the most underutilized pairing, Whoopi Goldberg and Lanei Chapman play a mother and daughter who are going for the gold. The mother is kind of cautious, and the daughter is just the opposite.

Seth Green plays Duane Cody, a guy who is ready to utilize the game's one rule -- "There are no rules." -- to its maximum advantage. His goofy brother, Blaine (Vince Vieluf), has a speech impediment and an infected tongue caused by the piece of jewelry he used in a "do-it-yourself" tongue piercing.

Cuba Gooding Jr. plays a widely loathed football referee who recently became infamous for a bad call on the coin toss. The ref probably needs the money since he may never be able to show his face again on the gridiron.

Jon Lovitz plays a plump man with any equally pudgy family, whom he is willing to put through any amount of grief on the way to capturing the loot. Kathy Najimy, Brody Smith and Jillian Marie play the other family members.

Only Rowan Atkinson, who acts like Mr. Bean channeling Roberto Benigni, is uniformly disappointing. His annoying character, who suffers from narcolepsy, is a klutz. One scene involving a heart could have been eliminated entirely.

Among several nice small parts, the best has Kathy Bates playing a crazy woman known only as "Squirrel Lady."

The fast paced film has lots of hilarious incidents, large and small, but to mention even their setup would diminish their impact. To be fair the film does run out of gas every now and then, but it just keeps plugging away, happy to run on fumes. "Who Let The Dogs Out" and many other well known songs are used to maximum effect in the film.

As our contestants approach the finish line, every member of the audience will probably have their mental money on one of the teams and their hopes riding on another. The ending is something of a disappointment, but at least it is a surprise.

RAT RACE runs 1:50. It is rated PG-13 for "sexual references, crude humor, partial nudity and language" and would be acceptable for kids around 10 and up.

My son Jeffrey, age 12, thought the film was hilarious and gave it *** 1/2. He thought the acting was good, the story was imaginative and the ending was surprising.