BORAT: CULTURAL LEARNINGS OF AMERICA FOR MAKE BENEFIT GLORIOUS NATION OF KAZAKHSTAN — *** — Sacha Baron Cohen, Ken Davitian; with English subtitles (European dialects); rated R (vulgarity, profanity, nudity, violence, sex, ethnic slurs).

"Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan" is at least as offensive as it is funny. Which isn't nearly as easy to accomplish as it probably sounds.

This already controversial "mockumentary" contains more laugh-out-loud moments than any film since last year's comedy hit "The 40 Year Old Virgin." But it's also so outrageous that it may be too much for some audience members.

The film's straight-faced take-shots-at-everyone-and-everything approach might also fly over the heads of some who aren't familiar with co-writer/star Sacha Baron Cohen ("Talladega Nights") and his deadpan style.

It's almost as if he believes he can change the world — or that people can achieve enlightenment — through sheer offensiveness and outrageousness.

Here, Cohen reprises his role as clueless Kazakh journalist Borat Sagdiyev, familiar to fans of the HBO series "Da Ali G Show." The movie finds him in America, where he's supposed to be filming a television documentary. The hopelessly naive TV personality is accompanied by his producer, Azamat (Ken Davitian), with whom he nearly comes to blows on more than one occasion.

The scripted-yet-improvised film also has Cohen as Borat encountering politicians, taking tips from an etiquette coach and a comedy coach, and trying to meet Pamela Anderson (he's become familiar with her work on "Baywatch").

There are a lot of hysterically funny bits here, though there are also some things that will offend, well, probably everyone (particularly the film's anti-Jewish sentiments).

And you have to admire Cohen's ability to stay in character, even when some of the faux-reality sequences start going awry (there's an encounter with security guards that sure looks convincing).

"Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan" is rated R for crude humor relating to sexual and bodily functions (including some scatological humor), strong sexual language (profanity, slang and references), full male nudity, comic violence (brawling and nude wrestling), use of various ethnic slurs, and simulated sex and other sexual contact. Running time: 82 minutes.

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