In Depression-era Mississippi, three convicts — smooth-talking con man Everett (Clooney), anxious nutcase Pete (Turturro), and dim-witted rube Delmar (Nelson) — manage to escape a chain gang, and then go on a soul-running, picaresque quest for $1.2 million in hidden cash. Keeping ahead of the law, they encounter bible salesmen and Klansmen, prophets and river sirens, and even manage to record a hit song, all while Everett tries to win back his soon-to-be-remarried wife (Hunter).

A wacky cross between “Ulysses” and “Sullivan’s Travels,” the Coens’ stylized slapstick adventure is packed with loopy dialogue, smart visual gags, and plenty of sly cultural references (legendary gangster Baby Face Nelson and sold-his-soul-to-the-devil blues musician Robert Johnson are among the colorful Southern characters the fugitives meet on the road). “O Brother” is a comic caricature of 1930s Mississippi and its milieu seen through a mythic lens. Terrific support from John Goodman, Charles Durning (as a Southern politico), and Hunter round out a superbly offbeat cast, while Alison Krauss and T-Bone Burnett provide the grace note with their old-timey soundtrack.