"What do you mean I might want to skip the fries?"

Boredom and CB radios are a dangerous combination.

Here’s the setup: Straight-arrow college student Lewis (Paul Walker) cashes in his plane ticket home and buys an old but hip-looking car so he can pick up dream-girl Venna (Leelee Sobieski) and drive cross-country with her to their New Jersey hometown. On the way he decides to stop in Salt Lake City to bail out his ne’er-do-well brother Fuller (Steve Zahn), who’s been arrested on a drunk-and-disorderly charge. (And if what I’ve heard is true, to get drunk in Salt Lake City you have to REALLY want it.) So the boys are cruising down the highway, the western landscape slipping by, running out of things to talk about, and they decide to play a little joke on a lonely trucker who goes by the handle Rusty Nail, and sounds disturbingly like Buffalo Bill from Silence of the Lambs.

Big mistake.

"If one more person tells me how much I look like Helen Hunt . . ."

What follows is a fun, stylish, tension-packed thriller-road-movie. It employs a lot of timeworn thriller cliches, but spins them out so well that they almost seem fresh again. There’s a vulnerability in being on the road, in an unfamiliar place, between where you’re coming from and where you’re going to, out of reach of both, and director John Dahl skillfully heightens that sense of helplessness. Granted, the locations — dark, rain swept highways, nearly deserted gas stations in the middle of nowhere — are virtually guaranteed to inspire the creeps, or at least the heebie-jeebies, but Dahl manages to inspire dread in less conventionally scary settings as well. In one of my favorite moments, Lewis and Fuller are in their motel room, ears pressed against the wall so they can hear their practical joke play out on the other side. The camera slowly zooms in on the oil painting between them, a chilly seascape, and as we hear the muffled but ominous sounds from next door we get the feeling that they’re about to be swept out way over their heads.

Sorry for getting all symbolic on you there.

The world's most nervous Jehovah's Witnesses.

Dahl and screenwriters Clay Tarver and J.J. Abrams ratchet up the anxiety at every turn, but don’t forget to have fun with it too. They’re helped immensely in this by Steve Zahn, once again playing a likable doofus with really poor judgment. What Fuller lacks in impulse control he makes up for in sarcastic wit, and Zahn is able to use his gifts for verbal comedy in between the screaming, the yelling and the pleading for his life.

The other two leads aren’t nearly as much fun. Tarver and Abrams set up some nifty character conflicts between the three, but Walker and Sobieski don’t play them out like they should. Lewis gets drawn into the joke to impress his free-spirited older brother, but Walker’s blandness does little to convey this. Sobieski has some better moments, flirting with the idea of hooking up with bad boy Fuller instead of puppy dog Lewis, but mostly she’s underused as a helpless victim.

Shall we talk about the plot holes? No, let’s not. I’ll just say that I’m enough of a critic to notice them, but not enough to let them bother me. The movie was fun and exciting and scary enough that I’m willing to overlook its lapses in judgment.

Okay, so this isn't the first movie to recognize there's danger to be found on the open highway. For your convenience, I've put together this handy list of some of the others.

Gorilla Pants rating: 3 out of 4 bananas