The whimsical tale finds three chain gang escapees on the lam in rural Mississippi. George Clooney plays Everett Ulysses McGill, a Gablesque character of good looks and reasonably good sense. Somewhere below Everett on the I.Q. chart are his comrades-in-chains Pete (a shorn John Turturro) and Delmar (the rubber-faced Tim Blake Nelson). Having regaled the boys with stories of a legendary buried treasure, Everett promises them, once they find it, a cut of the loot. Making various stops in their efforts to outrun the law, the boys meet a trio of lanky sirens, a blind, black prophet, a one-eyed traveling salesman (John Goodman), a fiery bank robber (Michael Badalucco) and a burly politico (Charles Durning). They also manage to escape a barn fire, survive a flood, cut a hit record, outwit the Ku Klux Klan and undo a bit of magic that has apparently turned Pete into a frog. Eventually, they meet Everett's estranged wife Penny (Holly Hunter), whose impending engagement to another man turns out to be the real reason that Everett planned the breakout. What lingers in the mind from "O Brother" are the Coens' collection of colorful characters and loopy dialogue, thanks to playful performances by the three leads. As for Roger Deakins' cinematography, he's imparted a yellowish hue to the proceedings that gives the landscape a washed-out, jaundiced, uninviting look. Starring George Clooney, John Turturro, Tim Blake Nelson and Holly Hunter. Directed by Joel Coen. Written by Ethan and Joel Coen. Produced by Ethan Coen. A Buena Vista release. Black comedy. Rated PG-13 for some violence and language. Running time: 102 min.