Clooney plays Miles Massey, the most prominent divorce lawyer in southern California. A man so good at what he does he has a prenuptial contract named after him. Massey's good and he knows it. Near the beginning of the film, he and his assistant, Wrigley (Paul Adelstein), are chatting about how boring Massey's life has become while a sweating client sits between them as the client's wife describes how she was used as a sex slave. Massey is that confident of himself.

And confidence is what Clooney is all about. He is simply incredible. Swaggering around like a peacock while checking to make sure his teeth are clean, Clooney gives his best performance. There is no denying his charm here. Even when he's being a prig.

Enter Marylin Rexroth (Catherine Zeta-Jones), a woman who's only goal is to marry a rich man, catch him in some indiscretion and divorce him for half of what he's worth. She wants to be independent she claims. Massey falls for her completely. She is his match in game-playing and confidence and he must have her.

Thus sets up the Coens' romantic comedy farce. It's bizarre at times, but humorous throughout as one coincidental incident sets-up another and turns all the characters on both of their ears. This is probably their fluffiest piece ever, but highly entertaining nonetheless.

Credit the Coen Brothers, who made "Intolerable Cruelty," with having the good sense to know what they had in these two stars and for exploiting it to the full. They have allowed the actors to play off their good looks, most especially Ms. Zeta-Jones, portraying an icy gold-digger who specializes in marrying rich men with the express purpose of taking them for everything they've got once the marriage is ended. Clooney is the first-rate divorce lawyer who finally meets his match when he falls under the spell of this strangely bewitching woman.

The major joy in "Intolerable Cruelty" comes from watching these two tremendously attractive stars go at one another - be it in lust, passion or anger. Miles and Marylin are both seasoned game-players and world-class manipulators who know how to get the better of the hapless victims who stumble headlong into their paths. Unfortunately, the film itself never lives up to its promise of becoming a slashing satire on the mores of our divorce-happy society. The main reason for this is that the script often shoots too low in its tone, opting for an overly broad, slapstick approach when a slyer, subtler style is what's really called for. It's not that "Intolerable Cruelty" doesn't provide its fair share of laughs; it's just that we feel there should be a whole lot more of them given the pedigree of the film's makers and the high-powered acting of its amazingly gifted cast.

In addition to Clooney and Zeta-Jones - who hit all the right notes in their playing off one another - the lineup also includes Geoffrey Rush, Billy Bob Thornton, Edward Herrmann, Richard Jenkins and Cedric the Entertainer, who steals the few scenes he's in with his manic interpretation of a private investigator who specializes in capturing wayward spouses in compromising positions.

Perhaps, "Intolerable Cruelty," for all its moments of mirth and fun, simply doesn't go far enough into the realm of outrageousness to make the concept really work. The Coen Brothers, who have proven themselves masters of the absurd in the past, for some reason seem to be holding back in this film, going for the easy laugh and the easy sentiment when what we really want is for them to cut loose and go for the jugular (as Danny De Vito did with similar material in "The War of the Roses" so many years ago). Maybe Miles and Marylin need to be a little more nasty, a trifle more cutthroat in their demeanor to bring it all to life.

"Intolerable Cruelty" offers some hearty chuckles and some definite eye-candy in the person of Ms. Zeta-Jones, but, when all is said and done, the film is mainly just promises and not enough delivery.