Take seven ordinary people, dangle $2 million in front of them and watch the ensuing fun.  That's basic premise of Rat Race, a new film that seems a whole lot like It's a Mad, Mad, Mad, Mad World.  Thankfully, it's a lot funnier and about an hour shorter, too.

John Cleese (The World is Not Enough) plays Donald Sinclair, an eccentric Las Vegas hotel owner with a mouthful of the biggest, whitest teeth you'll see this side of Baba Booey (I swear they're the same choppers Matt Dillon wore in There's Something About Mary).  In order to keep his hotel filled with high rollers from various foreign countries, Sinclair must offer betting on unique competitions.  His latest involves a 500-plus-mile race from Vegas to Silver City, New Mexico, with contestants randomly chosen via the distribution of special gold coins in his hotel's slot machines.

Here's a quick rundown of the participants:

- Nick Shaffer (Breckin Meyer, Josie and the Pussycats), a Chicago attorney in town for a friend's bachelor party.  He thinks the contest is a goof but then meets a charming helicopter pilot named Tracy (Amy Smart, Road Trip), who provides the quickest way to get from Point A to Point B.

- Vera Baker (Whoopi Goldberg, Monkeybone) and the daughter she gave up for adoption (Lanei Chapman).  The two meet for the first time just prior to the competition and quickly bond over an incident with Kathy Bates and several homeless squirrels.

- Duane (Seth Green, America's Sweethearts) and Blaine (Vince Vieluf, Clay Pigeons) Cody, two wannabe grifters.  One of 'em has a self-pierced tongue and is unintelligible (one scene has him swearing up a storm, but it's about as clear as Brad Pitt's dialogue in Snatch).  Their adventure involves a vertical drive, an udder fight and a crooked hardware store employee.  'Nuff said.

- Owen Templeton (Cuba Gooding Jr., Pearl Harbor), an NFL referee who, one week prior, blew a big call in a big game and is despised by everyone who lost money because of him (it's Vegas, remember).  Owen somehow ends up driving a tour bus full of nuts dressed as Lucy.

- Enrico Pollini (Rowan Atkinson, Bean), a narcoleptic Italian who teams up with an organ deliveryman (Wayne Knight, Seinfeld) rushing a donated heart to El Paso.  One can only assume that Roberto Benigni passed on this part.

- Randy Pear (Jon Lovitz, 3000 Miles to Graceland), a husband (to Kathy Najimy, The Wedding Planner) and father of two who refuses to tell his family why their Vegas vacation to see David Copperfield is taking a detour through Silver City.  Hilarity ensues in the form of kids requesting bathroom breaks (the best description of having to poop since Fat Bastard in The Spy Who Shagged Me) and stops at tourist traps, like the Barbie Museum (a damn funny scene).

The competitors use various modes of transportation, ranging from the typical (planes, trains and automobiles) to the unique (helicopter, hot-air balloon and rocket car).  With a script written by former Saturday Night Liver Andy Breckman and direction from Jerry Zucker (Airplane, Police Squad), no comedic stone is left unturned.  Of course, this may offend anyone hung up on animal rights, speech impediments and the mentally challenged (maybe it's got something to do with those damn Matt Dillon teeth).

I hate Gooding, and downright despise Goldberg, but they were both as likable as they've been in years.  Don't get me wrong – I ain't no racist. Meyer, Knight and Smart aren't exactly high on my list of the Tinseltown elite, but everybody here is thoroughly enjoyable.  Lovitz and Atkinson steal the show, however.

Although it's this summer's funniest film, Race's ending flat-out sucks.  I know I've already campaigned for a moratorium on the number of Holocaust/WWII films, but isn't there something we can do to keep that goddamn "All Star" song out of every film possible?  I'm picturing a wizened Sick-Boy trying to explain the cinematic significance of Smash Mouth to his grandchildren in 2053:

Little Suzie:  "Grampy, why is that song in every old movie?"

Decrepit Sick-Boy:  "It's Carson Daly's fault.  Spiders!  I'm covered in spiders!"

Little Suzie:  "Mom, he's doing it again."

Seriously, that "All Star" bullshit nearly ruined this summer's other funny film (Shrek), but Race ups the stakes by having the stupid band in the movie...performing the song live.  And, brother, does Smash Mouth singer Steve Harwell have a face made for radio.

1:53 –

for sexual references, crude humor, partial nudity and language