THE 'toon animals of "Over the Hedge" have furry soft coats - but they have claws, too: all the better to satirize you with, my dear. The villains that terrify them are a bear, an exterminator and the president of a suburban homeowner's association.

The idea to have forest animals bump up against the 'burbs is a classic that's sure to be imitated, the gluttony jokes are so sophisticated that the movie could be called "Thank You for Snacking," and the matching of characters to voices is inspired: Who better to play the hammy possum, the William Shatner of the animal kingdom, than William Shatner? But the pacing is deliberate (the low-key wit of Ben Folds, who contributes several songs, matches the spirit of the movie, which is more Austin than Hollywood) and the humor is mostly verbal. Leave the littlest kids home.

The spirit of Bugs Bunny lives on in Bruce Willis' raccoon R.J., a scheming me-firster who carries a golf bag like Bob Hope. Garry Shandling is his straight man, a stodgy, cautious turtle who stands in for either the superego or Porky Pig, depending on whether you squandered your time in grad school or invested it in Warner Bros. cartoons.

R.J. robs a sleeping bear (the ursine Nick Nolte, another excellent choice) of his winter stash of junk food, but accidentally wakes him up by popping open an air-locked can of stackable potato chips. All of the food tumbles down a mountain, so the bear gives R.J. one week to replace every last Yoo-Hoo and Ho-Ho, or else R.J. is, like the can of SPAM-ish quasi-food he finds, "Dead Meat."

Cut to a meadow where the turtle, a manic squirrel (Steve Carell) and a porcupine (Eugene Levy) are waking up for spring. Wanda Sykes plays a skunk, which should get the little creatures of the New York Times op-ed staff scurrying around whinnying about racism. While the animals slept, their glade has been surrounded by housing developments, just on the other side of the hedge.

R.J. comes swaggering in like the Music Man to explain that they'll never have to worry about mealtime again in a hilarious monologue about human food mania. When a family says grace over dinner, he calls their dining table "the altar where the food is worshipped." As the Sunday multitudes line up to receive the sacraments of Our Lady of Whole Foods, this is not far from the truth. "Toy Story" had a similarly fresh view of what people look like from 6 inches off the ground, but R.J. and company are biting the hand that feeds them. The multiplex will be filled with well-shod mommies and overscheduled mini-mes who arrived in SUVs like the one in the film whose license plate reads "GLADY$$$."

Once the animals have sampled Doritos, bark doesn't taste as good (they try cutting their bark into triangles and painting it orange), so they're on a collision course with Gladys and her exterminator, who installs a critter zapper that's "illegal in every state. Except Texas." It falls to the squirrel to try to save everyone's hide by navigating a force field of interlocking security beams in a sequence that held my interest more than any part of "M:i:III."



And when the squirrel, who in his dawdling moments moves like the Road Runner, gets a little boost from "Mach 6," one of those energy drinks humans use so they don't have to hibernate, he enters a nirvana straight out of "The Matrix." If they were still making Looney Tunes, they'd look a lot like "Over the Hedge."