Hollywood Product - Kevin Smith watches Zack and Miri Make a Porno

THE PITCH: Penniless platonic pals Zack and Miri (Seth Rogen and Elizabeth Banks) decide to make their own "adult film" to pay their bills, unaware that they might expose their true feelings for each other.

MONEY SHOTS (SO TO SPEAK): Zack regrets putting a hand warmer down his pants. Recurring hard-luck sight gags of Zack and Miri losing their utilities. The production team's costumes for a porno spoof called Star Whores (featuring robots "I-C-U-P" and "R2 T-Bag"). The intentionally terrible acting in the porn scenes and the film's final infomercial.

BEST LINE: Zack declares, "I'm a guy. Give me two Popsicle sticks and a rubber band and I'll find a way to fuck it, like a fuckin' MacGyver." Overall, the dialogue is so relentlessly raunchy, even innocent lines such as "Can I talk to you a minute in the back?" begin to sound like double entendres.

STUNT CASTING: Summing up writer/director Kevin Smith's obsessions with sex and pop culture, the Clerks filmmaker casts both former porn star Traci Lords and former Superman Brandon Routh (a good sport in a small role). Smith regulars Jeff "Randall" Anderson and Jason "Jay" Mewes return, but play new roles.

FLESH FACTOR: Zack moons a camera phone. We see the briefest of full-frontal shots, first of an anonymous female auditioner, later of Mewes. Zack and Miri interview topless strippers. The sex scenes – preceded by the catch phrase "Let us fuck!" – keep the naughty bits concealed. It's no surprise that Smith waged an epic battle to get the film an R rating.

FASHION STATEMENTS: An illicit video of Miri in her "granny panties" makes her an Internet sensation. Zack wears too-short shorts as both a "cream delivery man" and the Han Solo character in the film. The story takes place in Monroeville, Pa., near Pittsburgh, the setting of Dawn of the Dead, so hockey jerseys, including the "Monroeville Zombies," are prevalent.

POP REFERENCES: In addition to Star Wars gags and movie-spoofing porno titles such as Lawrence of a Labia, the script's more off-the-wall references include Amistad, Julia Roberts' Sleeping With the Enemy, and the gay porn version of Glengarry Glen Ross: Glen and Gary Suck Ross's Meaty Cock.

INSIDE JOKE: When Zack gets the idea to shoot the film in his workplace and generally rise above his lazy, slacker ways, Smith may be autobiographically goofing on the production of his own breakthrough film, Clerks.

THE BOTTOM LINE: Easily Smith's best film since Chasing Amy (easy because the likes of Clerks II really suck), Zack and Miri Make a Porno features ingratiating performances and a sweet tone that belies the sleazy premise. Smith lays on the schmaltz pretty thick with his idea of a porno production as a surrogate family, but makes up for it with hilarious one-liners, including the definition of sexual terminology like the "Dutch rudder."