BY EVAN HENERSON
Staff Writer

Woody Harrelson freely admits he'll lay you odds on just about anything.

"Game of ping-pong, game of pool, game of chess, backgammon or just, you know, `I bet we see a white dove,' " the former "Cheers" and "The People vs. Larry Flint" star says.

"Anything. Anything at all. I like betting on it."

A love of all things game-related didn't necessarily guarantee a seat at the table in Zak Penn's poker-themed "mockumentary" "The Grand," but it certainly didn't hurt.

Penn's film, which opened Friday, is positively littered with poker-playing actors, both from Penn's own home games and from the ranks of Celebrity Poker Challenge. In the film, Harrelson, David Cross, Richard Kind, Cheryl Hines and Chris Parnell play an assortment of oddball contestants vying for a $3 million prize at the Grand Championship of Poker.

Poker tournament officials like Phil Gordon and Robert Thompson played themselves. Penn even lured actor-turned-poker champion Gabe Kaplan ("Welcome Back, Kotter") out of a 23-year acting retirement to play the father of brother and sister gamblers played by Cross and Hines.

The actors who didn't know Hold 'Em from a holdup had to get up to speed quickly. The unscripted, improvised nature of Penn and co-writer Matt Bierman's movie meant that the film's outcome was not predetermined.

Put another way, the luck of the draw - and the skill of the player - dictated which characters would advance and who would be the last man or woman standing. With no scripted dialogue, the actors could employ any bluffs or psych-out techniques they felt might work.

"Everyone playing at that final table really wanted to win," says Hines, herself a certified celebrity poker champion and trash-talker.

"Oh yeah, it was intense, but all of them, all eight of us, were good poker players," agrees Harrelson. "At first I was going hog wild, thinking fate would take care of me. The I lost most of my chips and I had to start building back slowly."

Director Penn says he picked up on the high-stakes atmosphere of what should have been fiction, and he welcomed the competitiveness among his actors.

"They got invested in their characters and what it felt like - to not win was letting their characters down," agrees Penn, whose screenwriting credits include the last two "X-Men" movies. "For all of them, there was this sense of `I have to be the one.' You could just see they did not want to concede to the other actors.

"In some ways," the director continues, "maybe they're playing to see whose movie this is."

Among the contestants: Harrelson as a zonked-out card man called One Eyed Jack with a penchant for drugs, booze and wives; Parnell as a socially inept math genius; Kind as a wide-eyed ringer; and Dennis Farina as an old-school gambler.

Penn conceived the idea for "The Grand" during, yes, a poker game. A friend suggested he take on a documentary spoof in the manner of actor/director Christopher Guest ("Best in Show," "A Mighty Wind"). Penn, whose directorial debut was the faux documentary "Incident at Loch Ness," was more than willing to revisit the territory. He even brought in German director Werner Herzog, from "Incident at Loch Ness," to play a menacing gambler.

Going completely improvisational proved challenging, both to Penn and to his producers, who were understandably anxious about a film with a spur-of-the-moment conclusion.

Penn said he nearly chickened out on his own concept, asking his on-set poker experts to stack several decks so the winner could be predetermined. To pull this off, Penn was informed, he would need hundreds of thousands of carefully catalogued fixed decks.

"I had no idea what I was getting myself into," Penn says. "We did have a bag of stacked decks, but we were so confused and scared. So it's 100 percent the real deal, and I think you can tell in the movie, it's certainly not who you would expect would win. It's not who I expected would win."

In fact, Penn confesses, the finished "script" of "The Grand" - were someone to write it down - is not something Zak Penn, Hollywood blockbuster script doctor, could deliver.

"I didn't write a lot of that stuff. It's new and fresh to me, and certainly I wouldn't have written the ending that way. My instincts would have been a lot more movie-ish," Penn says.

"That's my day job: to write movie stuff and make it feel like the right ending."

Evan Henerson (818) 713-3651
evan.henerson@dailynews.com

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Movie review of 'The Grand'