"That’s mighty fine pickin’ and a singin’," exclaims one of the characters in O Brother, Where Art Thou? Although referring to the Soggy Bottom Boys and their lively rendition of a popular hymn, his comment is appropriate for all the wonderful musical numbers in this outrageous comedy. Set in Mississippi during the Great Depression, the movie follows the wacky adventures of three chain gang escapees who unknowingly become singing sensations. George Clooney, John Turturro, and Tim Blake Nelson simply couldn’t be better as clueless friends on a journey to find over one million dollars of buried treasure.

Despite outstanding performances by these key actors, music is the real star of the film. Joel and Ethan Coen, who directed and wrote the movie respectively, both love country "folk music." Working with record producer T-Bone Burnett, they decided to highlight this American art form in O Brother. "It began to take over the script as Ethan and I went on --- until the film became almost a musical," Joel admits. "The film is a valentine to this music."

As an ardent fan of movie musicals, I was enthralled with the expert interweaving of music, comedy, and drama in O Brother. Based loosely on Homer’s "Odyssey," the convicts meet characters resembling those in the ancient poem. For example, the hypnotic singing of three seductive women (Sirens?) keeps the men distracted for awhile. And a blissful religious group (Lotus Eaters?) humming "Down to the River to Pray" two of the convicts into joining their baptism ritual. The men also confront a Cyclops of sorts, played by a very mean John Goodman (The Big Lebowski).

In a masterful comic performance, Clooney (Three Kings ) portrays the fast-talking Ulysses Everett McGill --- a vain charmer convicted for practicing law without a license. With his mustache, over-pomaded hair, and Depression duds, he looks like a homeless Clark Gable. But when he sings, watch out! Those big brown eyes dance right along with the rest of his body. Clooney is absolutely terrific when lip-synching to Dan Tyminski’s "I Am a Man of Constant Sorrow."

Both Turturro (Cradle Will Rock) and Blake Nelson (The Thin Red Line) get their share of laughs too. Turturro makes every hillbilly movement count while cavorting to "In the Jailhouse Now." Blake Nelson, not as amusing as the others in the musical numbers, is very funny when he believes Turturro’s character has been changed into a frog. "Them sirens loved him up and turned him into a horny toad," he cries (and almost convinced me).

Politics and the KKK are lampooned unmercifully in O Brother.. Featuring choreography Mel Brooks would be proud of, a Klan rally appears more ridiculous than scary --- until lynching plans are revealed. Charles Durning (The Last Producer) gives his usual fine performance as a governor running for re-election against the Reform Party. Responding to his son’s question about why they can’t "have some of that Reform stuff," Durning looks absolutely dumbfounded. "Because we’re the incumbents!" he shouts. Very light on his feet in spite of his size, Durning also cuts quite a figure when he joins the Soggy Bottom Boys and blues man Chris Thomas King in their final number, "You Are My Sunshine."

Surprisingly, one cast member disappointed me. Portraying Ulysses’ ex-wife Penny, Holly Hunter lacks the spark she displayed previously in films like Raising Arizona and Living Out Loud. Granted, a woman left with several children to care for during her husband’s incarceration wouldn’t sparkle much in real life either.

For those wondering about the title O Brother, Where Art Thou?, it comes from Sullivan’s Travels, a 1942 film directed by the late Preston Sturges and starring Joel McCrea and Veronica Lake. It’s the name of a proposed film about the troubles of the downtrodden poor. Admired for his screwball comedies, Sturges probably would appreciate this homage from two of today’s premier filmmakers.

Still, the Coen brothers don’t always hit the right notes with their offbeat movies. The Hudsucker Proxy and Barton Fink left me cold. But when at their best, these two can’t be beat --- witness Fargo and Raising Arizona. With O Brother, the Coens have reached near perfection again, and that’s something to sing about.

(Released by Touchstone/Universal and rated "PG-13" for some language and violence.)