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There were scenes in Michel Gondry's Be Kind Rewind that made me laugh so hard that I was in pain. Really. The intense pleasure started around the time that a magnetized Jerry (played by a wonderfully nerdy Jack Black) and the tormented video store manager Mike (an equally wonderful, wide-eyed Mos Def) decided to remake the 1980s classic film Ghost Busters.

All the videos in the independently owned video store Be Kind Rewind had been erased, and Miss Falewicz (Mia Farrow), an important customer, demanded to rent the movie.

Jerry and Mike have only a day, and they start in their New Jersey library, filming that famous opening scene, the ghost and the librarian in the stacks. With just one handheld video camera, they do it all: the gooey marsh mellow monster, the sound track, the saving of New York. The run time: "Only twenty minutes." Twenty minutes. You have to be there, in the theater, to know how funny that line is. The screening room was filled with film critics, holding their stomachs, laughing. Or maybe that was just me.

The remake of Ghost Busters turns out to be a huge success. Miss Falewicz positively loves it. Which leads to the next customer request: Rush Hour 2, in which Jack Black impersonates Jackie Chan, making his eyes go offensively squinty to become Asian. Once again, the film is a hit. Mad throngs of returning customers, in fact, love all the Sweded movies.

Sweded?

That's the term Alma makes up for their homemade creations. Who is Alma? The spirited, pretty, pouty girl (Melonie Diaz) Jack and Mike pick up at the laundromat for the love scenes.

Before long, Alma becomes much more than the go to girl for kissing sequences: she's also the team's creative director, shrewd business partner - it costs a steep twenty dollars to rent a Sweded film - and perhaps inevitably, a love interest for both of the guys.

The selection of films at Be Kind Rewind video shop are a pastiche of mediocre titles: from the prominently displayed poster Blast From The Past (an ironic choice if ever there was one for a store that refuses to enter the age of DVD) to the box of the Nick Cage movie Face Off. For the most part, the customers request relentlessly mediocre films - Robocop, Flash Dance, Driving Miss Daisy - but that's part of story's overall charm. Ordinary people, loving ordinary films. Genuinely loving them. In some ways this film is a fairytale for cinephiles: an extended love song to the movies. In a montage of inspired film making, Gondry includes a delicious flash of brightly colored umbrellas of The Umbrellas of Cherbourg. The cardboard drawings created for the animated Sweded version of The Lion King? Brilliant. Hilarious.

Often, I felt as if the spirit of the independent film maverick John Sayles had seeped into this project. Certainly the presence of earnest Danny Glover (who also starred in Sayles' recent Honeydrippers) as Be Kind's weary owner has something to do with it. But it's also the entire eclectic cast of characters -- black and white, young and old, with that terrific splash of Melonie Diaz -- working together in a heroic effort to ward off corporate evil (and Sigourney Weaver) to save a beloved part of their community.

There are certainly slow parts of Be Kind Rewind. If the opening seems slow and ungainly, have faith; if the sentimental ending takes a little bit too long, forgive it. The delights are enormous. Michel Gondry (Eternal Sunshine of the Spotless Mind , The Science of Sleep) has taken a stunning leap forward with Be Kind Rewind. It's his most successful film, relentlessly clever -- as we have learned to expected from a Gondry film - but also wondrously heartfelt.

Be Kind Rewind, a New Line Cinema Release, opens nationwide on February 22, 2008.