rat race ( 2001 ) whoopi goldberg , john cleese , cuba gooding jr . , rowan atkinson , jon lovitz , kathy najimy , seth green , breckin meyer , amy smart , wayne knight , paul rodriguez , vince vieluf , lanai chapman , dean cain , dave thomas , kathy bates ( uncredited ) . written by andy breckman . directed by jerry zucker . 112 minutes . rated pg-13 , 4 stars ( out of five stars ) review by ed johnson-ott , nuvo newsweekly www . nuvo . net archive reviews at <a href= " http : //reviews . imdb . com/reviewsby ? edward + johnson-ott " >http : //reviews . imdb . com/reviewsby ? edward + johnson-ott</a> to receive reviews by e-mail at no charge , send subscription requests to <a href= " mailto : ejohnsonott@prodigy . net " >ejohnsonott@prodigy . net</a> or e-mail <a href= " mailto : ejohnsonott-subscribe@onelist . com " >ejohnsonott-subscribe@onelist . com</a> with the word " subscribe " in the subject line . 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 . 
