But this adventure of a trio of petty criminals who escape from a Mississippi chain gang in search of buried treasure is a cockeyed -- in more ways than one -- road movie. It's a little like listening to a reminiscence from an old, addled relative who, over the years, has taken a shine to telling tall tales.

The leader of the trio, Everett Ulysses McGill (George Clooney) fancies himself the brains of the outfit. Vanity may be the reason Everett sleeps with a hair net on to keep his pomaded locks in place, but you wouldn't be surprised to learn he thought it helped contain his bursting brain. In the vast scheme of things, though, Everett is only a few bricks closer to a full load than his cohorts, Pete (John Turturro), who has a his hair-trigger temper, and sweet, simpleminded Delmar (Tim Blake Nelson).

On their backwoods picaresque, they encounter a duplicitous Bible salesman (John Goodman, with a lethal good-ol'-boy smile that looks as if it would never falter even as he ate you alive); the state's scheming governor (Charles Durning, whose big pot belly oozes corruption but who, like Jackie Gleason, becomes light as a feather when he breaks into an impromptu jig); and Everett's estranged wife (Holly Hunter), who's about to take the couple's seven daughters and marry an upright young hotshot.

They make contact with even more people after they pose as a singing group called the Soggy Bottom Boys and record a backwoods tune to raise some quick cash. The song turns into a statewide smash without their ever realizing they're at the top of the hit parade.

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It's hard to imagine the Coens will ever find actors as suited to their sideshow style than these wonderfully naive chumps. Turturro hasn't fully learned how to turn his bug-eyed rage to comedy; he radiates a hostility that threatens to overwhelm the movie. But at moments, as in a scene in which he appears to warn his buddies of approaching danger, he has a forlorn, put-upon air that makes him the vision of comic misery. Tim Blake Nelson, whom I know only as a writer/director (a few years back, he made the movie "Eye of God," which featured a knockout performance from Martha Plimpton), is as much of an oddball revelation as Spike Jonze was in "Three Kings."

With the guilelessness of a newborn and the disposition of a blissful old coot, Nelson has the sleepy innocence of a baby basset hound; you can imagine his droopy face getting longer with the years. Everything he did, from his pop-eyed incredulity to his patches of calm obliviousness made me laugh. It's a gem of a comic performance.

And George Clooney is a marvel. I suspect that when an actor is as good-looking as Clooney is, and willing to play as foolish as he does here, he's not possessed of much vanity. He could easily settle for being a straight Hollywood leading man. But you don't work with directors like Steven Soderbergh, David O. Russell and the Coens if you're not willing to take chances. In movie after movie, he seems nowhere near suggesting the limits of his range.

Sporting Clark Gable's pencil mustache, and even affecting that peculiar smacking delivery that always made Gable sound as if he had just polished off a rack of ribs, Clooney is the handsomest rube in the history of movies. He's doing a riff here on the early Gable (of movies such as "Red Dust") who turned his impossibly masculine sexiness into a sleek joke. Lapsing into a sing-song baritone and peppering his speech with words that make you suspect a well-thumbed Funk and Wagnalls is hanging around his family homestead, Everett is a fool who imagines himself a big shot.

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