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When career thief Kevin Caffrey (Martin Lawrence) robs millionaire business magnate Max Fairbanks (Danny DeVito) and is caught red-handed, the loud-mouthed Fairbanks cheats the cheat by stealing Caffrey's lucky ring. Determined to get his ring back--and save face--Caffrey begins a campaign to rob Fairbanks blind. What ensues is a pissing match between the wily thief and the crooked businessman as they try to one-up each other in a series of underhanded schemes.

   Even with the potentially exciting pairing of DeVito and Lawrence, and the strong supporting cast of comedic talents like John Leguizamo, Bernie Mac, Nora Dunn and Ana Gasteyer, "What's the Worst That Could Happen?" falls shockingly short of comedic success. Mistaking blithely amusing incidents (like the central plot point of having a thief get robbed) for jokes, the barren script from Chapman leaves the able cast with no hope of stirring up any laughs.

   Watching two con men try to outdo one another via down-and-dirty showmanship worked well in "Dirty Rotten Scoundrels," but here the besting that DeVito and Lawrence participate in is so forced that it amounts to little more than drudgery.

   At its lowest, "What's the Worst That Could Happen?" sinks into parody that borders on racism and homophobia. From the shoddy imitation Lawrence and Leguizamo execute of two Arabs to the tasteless caricature of an overtly gay detective played William Fichtner ("Go"), the film is ridden with indiscretions that, like most of its misguided antics, might be more tolerable if they were funny. Instead, "What's the Worst That Could Happen?" answers its own eponymous question time and again by straddling the unamusing and the offensive. Starring Danny DeVito, Martin Lawrence, John Leguizamo, Carmen Ejogo and Glenne Headly. Directed by Sam Weisman. Written by Matthew Chapman. Produced by Lawrence Turman, David Hoberman, Ashok Amritraj and Wendy Dytman. An MGM release. Rated PG-13 for language and sexual content. Running time: 95 min