Parker Posey plays Becky, the personal assistant to prominent Texas senator Kay Bee Hartmann (Jane Lynch), who bears a not-so-subtle resemblance to the late Ann Richards. When Hartmann's daughter Ashley (Amber Tamblyn) announces that she's going to spring break, Becky is ordered to go along as a chaperone to make sure the girl doesn't do anything politically embarrassing. It is not a thrilling prospect for the admittedly geeky Becky, so she convinces her equally geeky lifelong best friends Gayle (Amy Pohler) and Judi (Rachel Dratch) to accompany her.

The ensuing "vacation" turns out to be a lot more complicated than just following a teenager around. Gayle taps her inner vixen and begins hanging out with a group of comely - and snooty - sorority girls (one of whom is played by former "Hills" star Kristin Cavallari, in what she presumably figured would be her big break). Judi, meanwhile, gets drunk and wakes up next to a young stud she erroneously thinks she slept with. Happy to finally be in a "relationship," she stalks the guy, who has no idea why she keeps hanging around. You could argue that Judi and Gayle are having fun. Not so for Becky. She spends all her time trying to keep Ashley out of trouble, but accidentally causing more than she prevents. (Cue the salsa wrestling.)

Spring Breakdown has one very good thing working in its favor: the cast. Amy Pohler is pretty much a comedy genius; Posey and Dratch are both really funny as well. There are also good performances from the always-reliable Jane Lynch, plus Missi Pyle as a perpetually drunk hostess and Will Arnett as a blind lothario. These actors know how to deliver punchlines and do physical comedy. Each of them earns a few laughs by elevating the material substantially.

Ah, yes…the material. It's pretty weak. Director Ryan Shiraki (who co-scripted with Dratch) has a great premise but barely knows what to do with it. Dropping these three actresses off in the middle of spring break should have been the recipe for a fun, raunchy, R-rated female equivalent of, say, Old School. Well, there is an R rating, albeit an inexplicable one given that Spring Breakdown doesn't take advantage of it.

A big part of Shiraki's problem is that he doesn't understand comic timing. To make a joke pay off, you have to first set it up properly, and then build on it a little bit. The director generally ignores the first two steps, apparently thinking that jumping straight to the punchline is all that matters. Here's just one example: Gayle meets the hot sorority girls and immediately tries to emulate them. Why? No one knows. Does she feel that she, too, used to be hot but lost it somewhere along the way? Does she feel that Becky and Judi are dragging her down? Does she secretly yearn to be a slut? There's not a shred of evidence here - just a lot of scenes where Amy Pohler dresses like a beach bunny and tries to speak in some vague combination of hip-hop and Valley Girl. The actress can (and does) milk a few chuckles out of the get-up and the dialogue, but the larger comic payoff is lost because we don't know why her character is making these decisions.

When I did laugh, it was because of some weird little twist one of the actors gave to a line reading or some bit of physical comedy they tried. It wasn't because the movie itself was actually witty. (Seth Myers as Judi's secretly gay fiancée who likes to abbreviate words? Ugh.) Notice the way Dratch employs her trademark wide-eyed innocence to register the debauchery surrounding her on the beach. Or the sheer abandon with which Missi Pyle plays a drunkard. Or the way Pohler manages to subtly mock the sorority girls even as her character is trying to be like them. Those are the things here that made me chuckle.

The late Gene Siskel used to ask himself this question about movies: Would I be more entertained by watching the lead actors sitting down together over lunch? In the case of Spring Breakdown, I think the answer would be yes. But they didn't sit down together for lunch - at least not in front of a camera. They made this movie. Pohler, Lynch, and the others take what is essentially a very bad movie and turn it into something that's, if nothing else, watchable. I'll conclude with this thought: Spring Breakdown proves that comic actors with well-refined skills and abundant energy can, in fact, turn nothing into something. Spring Breakdown is not a big something, but given the weakness of the screenplay, it's not nearly as bad as it otherwise might have been.

( out of four)

DVD Features:

Spring Breakdown arrives on DVD, Blu-Ray, and On Demand June 2 in its original 1.85:1 aspect ration.

Bonus features begin with an audio commentary from director/co-writer Ryan Shiraki and star/co-writer Rachel Dratch. While the two clearly have a friendly affection for one another, they offer little substantive in terms of talking about the movie. At one point, Shiraki even apologizes for boring the listener.

A short gag reel is not as funny as you'd expect it to be considering the level of comic talent on display.

Rounding out the disc are a few minutes of deleted scenes.

Spring Breakdown is rated R for crude humor and sexual references. The running time is 1 hour and 24 minutes.