BY LARRY CARROLL | Adam Sandler as the straight man? Believe it or not, that's the role the former Canteen Boy is in for much of Anger Management, an intermittently funny film that gets a lot of mileage from its casting. The inspired pairing of Oscar legend Jack Nicholson and Sandler, along with a dozen of the breeziest cameos since The Muppet Movie allows the film to transcend its decidedly underachieving script. Sandler fans will be pleased with the unstructured humor that harkens back to his Billy Madison/Happy Gilmore days; Nicholson lovers will enjoy watching an unrestrained Jack indulging himself with better results than forgotten larks like Mars Attacks! or Man Trouble. Sandler might appear to spend most of his early screen time reacting to Jack's arching eyebrows, but by the film's uplifting third act the two men have become equal comedy partners who compliment each other's styles very nicely.

Sandler is Dave Buznick, a loveable schlub who never sticks up for himself and lives a life that shows it - his boss steals his ideas, his girl is too chummy with her ex-boyfriend, he's still haunted by memories of a schoolyard bully - which makes it all the more humorous when a court orders him to undergo classes to contain his anger. In a refreshingly satirical scene that borders on the Kafkaesque, timid Dave politely requests a headset from a flight attendant four times before he lightly brushes her arm in an attempt to get her attention. In a heartbeat, the flight crew and an attentive Air Marshall react as if he was setting his sneakers on fire. Reminding him time and again that our nation is going through a troubled time right now, they finally zap the poor guy with a stun gun, which might actually be a better fate than if he had gotten the headset and watched Tomcats, the in-flight movie.

A stern judge (one last solid performance from the recently deceased Lynne Thigpen) sentences Dave to the aforementioned classes, to be led by best-selling author and anger management specialist Dr. Buddy Rydell (Nicholson). In a film chock full of crazy characters, Buddy is perhaps the most unhinged - he pushes cars off buildings, pulls guns on monks, stops traffic at rush hour - but he still remains the authority figure for much of the film. Rookie screenwriter David Dorfman was twice inspired when he created a psycho character to teach a timid underling about anger control - it's just a shame that the inspiration faded when it came time to write the dialogue and a coherent storyline.

There is a bizarre attempt at a pacing mechanism in Anger Management, usually presented by Nicholson in a poorly dubbed voiceover, telling Sandler and the audience that Dave has now passed a certain "Level" of his program even though he never defines these levels or tells us how many there are. It's pretty clear that this device was added in for coherence after the film was shot, and an even worse ADR job is performed on a voiced-over conclusion meant to sum up how everything went down. Other mistakes include a flashback to 1978, when a character prominently displays a "Dukes of Hazard" t-shirt, a show that wasn't on the air yet. For such a high-profile production, Management is very amateurish in technical terms (notice the aborted subplot involving Buddy's mother), and it seems strange that such a poorly coordinated product would draw so many talented actors to it.

And it is the sight of these actors, all looking as though the set was one big Cannonball Run-type party, that makes the movie such a joy to sit through despite those flaws. John C. Reilly was my personal favorite, showing up as a Buddhist monk with a shaved head and an attitude problem. Heather Graham, going from obscenely gorgeous to chocolate gorging Fatal Attraction whackjob, also has a few memorable scenes. Woody Harrelson drops in for some laughs as a security guard/transvestite who may or may not be German, and memorable cameos are also thrown in from Bobby Knight, John McEnroe, Roger Clemens, legendary New York Yankee PA announcer Bob Sheppard, and even Rudy Giuliani (who gets to deliver the "You can do it!" line that appears in most Sandler movies). More substantial parts are assigned to Luis Guzman and John Turturro, two of the best actors in the business who seem to always excel at comedy, drama or anything else they choose. Sandler went through some lean years with Big Daddy, The Waterboy and Little Nicky, but one good thing about his recent renaissance is that he seems to be acquiring an ever-expanding group of talented buddies who don't mind dropping by the set for a day or two, and it spices up the proceedings considerably.

Less successful is Marisa Tomei, who looks confused in her role as Dave's poet (!?!) girlfriend Linda. The Oscar winner not named Jack never gets a chance to go over the top (as Heather Graham does), but since she seems intent on not being too serious either, she's stuck in some noncommittal state of limbo and by default comes across as "the girl". Tomei was much looser in the last comedy she was in, the detestable The Guru - which isn't to say she was funnier there, but at least she seemed to know what was going on.

Unfortunately, if you've seen the commercials for Anger Management, you've already seen six or seven of the ten funniest jokes in the movie. And what could have been the film's best gag, a scene where Jack gets Sandler to duet on "I Feel Pretty" from West Side Story, would have been a lot funnier if Robert DeNiro hadn't used the exact same song for the exact same effect (tough guy actor getting silly) just four months ago in Analyze That.

One of the unusual things about this Sandler vehicle, however, is that it doesn't always rely on humor to entertain you. Anger Management, shockingly, has something to say about the fragility of the modern human condition, and the way that political correctness and the aftereffects of 9/11 have left law-abiding citizens with few options for anger release. The message may not be as fully incubated as, say, Fight Club, but it is there nevertheless, and that's very refreshing for a movie that also makes a character fart under the covers and say, "Did you hear a frog?".

Nicholson and Sandler play exceptionally well off each other, with each actor selflessly giving the other some great set-ups . In one scene, their two characters bond by tracking down the bully turned monk (Reilly) who harassed Dave when he was a kid. Nicholson explodes with pure glee at the opportunity to provoke his mild-mannered partner into a fight, bouncing around like a boxer using insults in place of fists. The script wants their characters to bond during this scene, and it's clear that there's some real life kinship between the two of them that makes it all click. At this point, the beginning of the third act, the film goes from mediocre to much more, and the next half hour or so is just a pure treat. Anger Management definitely starts out far too slow, but by the end it has picked up enough steam to leave you with a smile on your face.

GRADE: B