I have to give this film a lot of credit in at least one area: Todd Phillips and Scot Armstrong have done a remarkable job in completely reimagining the 1960 British film -- of the same title -- that it was based on. In that one, Henry, a weak-willed fellow who's constantly made fun of and is taken for his money and is about to lose his girlfriend to another man, signs up in a course in which a possibly too-attentive teacher instructs him in the art of one-upsmanship.

In the new, supposedly improved School for Scoundrels, there's still a lily-livered guy, now named Roger (Jon Heder), and all kinds of people -- at work, in the streets, in the apartment across from him -- are making his life difficult. But there's no girlfriend -- just the cute roommate of his nasty neighbor, who he dreams of trying to find a few words to say to. And there's no other man to get in his way...

Until he signs up for what he believes is a self improvement class, where he and a bunch of other losers are to learn -- according to their mysterious teacher, Dr. P. (Billy Bob Thornton), how to become lions, how to set your sights on something and then get it. In the biggest revision from the first film to the remake, it's Dr. P. who becomes Roger's rival in love.

This sounds like it could be a solid piece of satire, a study in table-turning and mano a mano confrontations. The film steps off on solid footing, matching up funny situations with nasty temperaments as it shows how an eager student learns it all from an offbeat teacher and then must fight to prove that he's mastered what he's learned.

But though everything about it keeps getting pushed to the edge, nothing actually goes over. The script pulls back when it should be roaring like one of the film's would-be lions.

Dr. P. and his menacing assistant Lesher (big Michael Clarke Duncan) send their charges out into the world armed with beepers that, at anytime and anyplace might display the directive: "Initiate confrontation." A funny series of events ensues as each of them attempts to do just that -- but though beepers go off again at later junctures, no more results are seen. The film is also peppered with really silly sight gags, but only lightly so. A larger helping of them would have made up for some missing zip. When the battle for the girl commences and it begins to resemble the "one-upsmanship" plotline from the Laurel and Hardy film Big Business (mass destruction between Christmas tree salesmen and a home owner), it appears that it's going to be a hilarious no-holds-barred kind of thing. Nope -- it, too, stops short of satisfaction.

Parts of the film do work wonderfully. Thornton pulls off a whack job/nice guy/monster switch without breaking a sweat. A class meeting where the subject on the blackboard reads "From the bar to your bed" is a nicely written piece of edgy comedy (finally, some edge!) that focuses on how to lie. And Heder, who does a great running gag involving bouts of hyperventilation, really does look like a loser when he's cruising down New York streets in his tiny Parking Bureau vehicle.

But the actor, who unfortunately may never shake his Napoleon Dynamite image, doesn't do much in the way of holding attention, even though the spotlight is always on him. There's not enough range in his performance. His abilities with women may change, but the look on his face rarely does, and no matter what he accomplishes, it's hard to believe that he's actually done it. There's no arc for Amanda, the cute neighbor, to travel. She stays on the same track from beginning to end. But as played by Australian actress Jacinda Barrett, she's a bland, naive, uninteresting character.

The film gets a boost with the introduction of Lonnie, a former "victim" of Dr. P.'s game playing, who's returned to loser status and lives in a houseful of cats. Ben Stiller is in self-loathing creepy mode for the part, and he nails it with, alas, too little screen time.

The climax and resolution, which probably won't surprise people who go to typical contemporary Hollywood comedies every once in a while, comes too quickly and too easily. And the comedy level, which jumps up and rings a bell from time to time, peters out to a whimper by the end.

And here's a little message to the filmmakers: It's not a good idea to do a raucous comic bit involving live lobsters in your movie. Woody Allen cornered that market in Annie Hall.

Rated PG-13
Directed by Todd Phillips
Starring Jon Heder, Billy Bob Thornton, Michael Clarke Duncan, Jacinda Barrett, Ben Stiller

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