As sweet-natured and likable as it is, "Happy, Texas" still falls short in the one department that really counts for a movie comedy — real, honest-to-goodness belly laughs.

This silly farce is one of those films that makes you smile more than laugh, which isn't necessarily a bad thing. In fact, there a lot of good things about the movie.

Possibly the biggest plus is that it doesn't have a mean bone in its body, which makes it a somewhat refreshing antidote to all the mean-spirited, crude comedies that have dominated movie theaters during the past few years.

However, if you consider how much talent is involved here and notice just how many comic possibilities there are for this particular story line, the script (by relative newcomers Ed Stone and Mark Illsley) just doesn't seem quite funny enough.

That's not to say that the movie wastes its terrific cast members; more accurately, it doesn't use them as it should.

Two of the movie's more meaty roles go to Jeremy Northam and Steve Zahn, playing a pair of prison escapees who try to pull one over on the residents of the title town.

When the Winnebago they've stolen breaks down in the sleepy Texas community of Happy, Harry Sawyer (Northam) and Wayne Wayne Wayne Jr. (Zahn) aren't arrested. Instead, they are mistaken for two flamboyantly gay pageant organizers who are supposed to help the townsfolk win a talent competition for the first time.

The duo is horrified at first, but then realizes there's money to be had — not just from the pageant, but from the local bank, which is ripe for the picking. So, while Harry tries to scope out the bank security, he leaves the dirty work to Wayne, whose salty language and general incompetence horrifies local schoolmarm Miss Schaefer (Illeana Douglas).

In the meantime, Harry's got troubles of his own. While he's trying to sweet-talk bank manager Josephine McClintock (Ally Walker), he finds himself courted by Sheriff "Chappy" Dent (William H. Macy), who believes Harry is on the outs with Wayne.

And then there's Bob Maslow (M.C. Gainey), the vicious thug who went his separate way after escaping with Harry and Wayne. Or did he?

Admittedly, the plot has some things in common with the screwball classic "Some Like It Hot." But the real touchstone here is "Raising Arizona," although this film's humor isn't quite that inspired, either conceptually or visually.

Still, it does have its moments, such as any time Zahn's character tries to coach his young students on pageantry. And in addition to Zahn's clowning, Macy manages to make his gay lawman character very sympathetic.

"Happy, Texas" is rated PG-13 for gunplay and some slapstick violence, scattered profanity, a couple of vulgar sight gags and use of some crude slang, and a brief sex scene (mostly overheard).