BY EVAN HENERSON >Staff Writer

Let's see ... an unleashed Woody Harrelson ... Werner Herzog holding a white rabbit ... Cheryl Hines with very bad hair ... Michael McKean ... and an outline where a script should be.

If you're thinking this sounds like the work of mockumentary guru Christopher Guest, you're not far off. For his poker mock-doc "The Grand," writer/director Zak Penn is unquestionably paying homage to Guest, the man behind "Best in Show" and "For Your Consideration."

Still, the quite-funny "The Grand" is its own offbeat animal. Penn could not have selected a more spoof-worthy venue than the world of high-stakes Texas Hold 'Em, and he has packed his film with actors - many of them sitcom or sketch comedy stars - who get the point of the exercise.

Descending upon the Grand National Tournament of Poker - prize $3 million - are a brother and sister (played by David Cross and Cheryl Hines) with parent approval issues; a badly dressed first timer (Richard Kind); an Asperger's math whiz with a "Dune" fixation (Chris Parnell); and a booze-and-drug-soaked casino heir (Harrelson) who has lost count of his ex-wives. Husbands, wives and other cameo gamblers have just as many quirks.

The film's hook is its structure. Dialogue in "The Grand" is unscripted and improvised by the actors, with the film's outcome - the tournament winner - dictated by the fall of the cards. Penn, who had German director Herzog chasing the Loch Ness monster in his 2004 doc "Incident at Loch Ness," shot multiple endings for "The Grand," meaning the DVD should be packed.

The theatrical "Grand" ain't shabby, either. Harrelson leaves no piece of scenery unchewed as pirate gambler One-Eyed Jack Faro. Boasting the worst hair ever, Hines' Lainie Schwartzman has a sweet chemistry with her fantasy-football-loving husband (Ray Romano).

Most of the cameos are equally dead-on, with Penn coaxing rich comic deftness out of his "X-Men: The Last Stand" director Brett Ratner and from writer Michael Karnow who plays dim-bulb commentator Mike Werbe.

evan.henerson@dailynews.com

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THE GRAND

R: language, some drug content.

Starring: Woody Harrelson, David Cross, Dennis Farina, Cheryl Hines, Richard Kind, Chris Parnell,

Director: Zak Penn.

Running time: 1 hr. 44 min.

Playing: AMC Loews Broadway, Third Street Promenade, Santa Monica.

In a nutshell: Poking fun at the world of poker via some comically outsized performances.