It's a cast to make you drool: William H. Macy, Geoffrey Rush, Ben Stiller, Hank Azaria, Janeane Garofalo, Paul Reubens, Claire Forlani, Tom Waits. This all-star team of performers are put to work in the superhero spoof comedy Mystery Men, and they dig their teeth into their characters with relish. Based solely on the strength of its performers, Mystery Men is smart and hilarious.

Of course, it helps that Mystery Men also has a strong script for the actors to chew on, one which emphasizes character-based comedic nuance over the zany pratfalls of other summer comedies. The writing is so good, even Greg Kinnear can't embarass himself. Mystery takes place in Champion City, a Gotham-meets-Metropolis burg where Captain Amazing (Kinnear) is the top superhero dog. He thwarts all crime handily enough to earn endorsement deals and a throng of reporters who follow his every move. There's not much room left for other do-gooder wannabes when he's around, so such heroes as the Shoveler (Macy), the Blue Raja (Azaria) and Mr. Furious (Stiller) are left with little more than inept fumbling. When they do find crime to fight, they're so bad at it that they consistently fail to get the job done.

Their lower-class crimefighter status is abruptly transformed when recently-escaped supervillain Cassanova Frankenstein (Geoffrey Rush) kidnaps Captain Amazing and prepares to fry Champion City with a death ray. Amazing leaves some pretty big shoes to fill, but the trio of inept heroes decides to take up his legacy and form a team of crimefighters. They pick up the Bowler (Garofalo), the Invisible Boy (Kel Mitchell), the Spleen (Reubens) and a mentor of sorts, the Sphinx (Wes Studi). Together, they believe they can stop Cassanova, free Amazing and make everything right again.

They do just that, of course. That's what happens in summer movies: the good guys win and the bad guys fry. (Unless it's Kubrick, in which case the good and bad guys have sex with the good girls, the bad girls and each other.) But it's rare to see the standard action superhero film plotline play out with such vigor and wit. Every actor in this film does great work, and every character has their moments to shine. William H. Macy is the group's moral backbone; he really believes in his vocation as a crimefighter, and even though his only gift is that he shovels well, he still wants to use it for the forces of good. Ben Stiller brings all the insecure charm he displayed in There's Something About Mary to Mr. Furious, whose only real power is that he gets really mad really well. (Comics fans will also find Mr. Furious to be a clever parody of the angst-filled "grim and gritty" school of comics which prevailed in the industry throughout much of the late eighties and early nineties.) Geoffrey Rush, Janeane Garofalo and Paul Reubens also bring inspired eccentricity to their characters.

If it's possible to pick a standout performance in Mystery Men, it's Hank Azaria as the Blue Raja. He brings his Simpsons vocal talents to full bear in crafting the Raja's melodramatic British accent, but the moment the Raja is confronted by his mother, the accent slips and he becomes a wimpy Peter Parker-ish mortal--except that Peter eventually left the nest and the Raja seems to be comfy living with his mom well into his thirties. The Raja's earnestness and enthusiasm for superheroing is also the most pronounced of the group, so that when he finally gets his act together and is able to save the day along with his new teammates, his victory is especially sweet. Azaria takes the broad bits of the Raja's character and strings them together into an honest, sympathetic character, a struggling rose of a superhero trapped amidst the rubble of Champion City.

There are plenty of reasons to catch Mystery Men, but it should be enjoyed for what it truly is: a very smart and funny character study hidden inside a summer superhero movie. It delivers as a summer film with the requisite action and special effects, so if that's what you're looking for, you'll get your fix. If you're looking for more than that, it's got that too, thanks largely to a veritable Justice League of top-level acting talent. When you see a team of great comic performers having such a blast onscreen, it's almost impossible not to join in the fun.