Tracy Flick (Reese Witherspoon) is the kind of obsessive, over-eager student whose arm shoots straight up in the air every time her teachers as a question -- any question. She's on 30 different pages in her yearbook. She's a preppie. She's a steamroller of determination, and she's running for student body president of George Washington Carver High, so get out of her way.

Jim McAllister (Matthew Broderick) is a dedicated veteran history teacher and the student government adviser, but something in this guy has just snapped. He's had it with the over-achieving Tracy and he decides she must be stopped at any cost.

Such is the setting for "Election," a deliriously sardonic and underhanded satire of politics and high school culture that follows McAllister's increasingly bizarre attempts to sideline Tracy's fanatical presidential campaign.

Based on a novel by Tom Perrotta, which was inspired by the 1992 presidential race and an incident at a Southern high school in which a prom queen was denied her crown because she was pregnant, "Election" is a rare breed -- an intelligent high school comedy, long on acerbic wit and refreshingly devoid of chiched cardboard characters.

The sophomore feature from co-writer and director Alexander Payne, whose dry humor made the abortion debate farce "Citizen Ruth" so deliciously scathing to all schools of thought, "Election" thumbs its nose at the images of the ideal student and the involved teacher that convention would have us hold so dear. But at the same time, it sympathizes with each character in turn as chapters of the story are narrated by the different players.

Broderick gets to turn the tables on his indelible image as Ferris Bueller, the ultimate high school prankster, playing Jim McAllister as a nervous, ineffectual teacher trying to be a responsible adult when inside his childishness is running rampant.

He recruits Paul (Chris Klein), a dim bulb, nice guy football hero to run against Tracy. Paul doesn't realize what he's in for.

His sudden higher profile attracts the attention of the sexually confused semi-girlfriend of his younger sister, a budding lesbian named Tammy (Jessica Campbell). Then, out for revenge, Tammy throws her hat in the ring, gaining huge popularity on a do-nothing platform, which really chaps Tracy's hide.

A ruthless roundelay of back-stabbing and vote manipulation ensues that finds McAllister ousted from his job and his family, Tammy being packed away to an all-girls school (by subversive design), and Tracy making smug speeches to the audience about destiny.

Payne's wicked facetiousness drives "Election," and his fantastic sense of suburban atmosphere gives the film an all-too-real air. But it's the performances that make the movie memorable. The put-upon nerd buried in Jim McAllister is subtly exposed by Broderick's constant trepidation and his hems and haws when he speaks.

Klein and Campbell, both newcomers to acting, are wonderful as the dopey jock and his viciously embittered sister (who emerges as the movie's cult hero).

And Witherspoon ("Cruel Intentions," "Freeway") gives the best performance of her promising career, absorbing herself in her role as the shrill Tracy. She knows this obsessive girl's walk (butt in the air, bent forward in determination). Her nostrils flare and her eye dilate when she gets her blood up, be it raising her arm in class or pursuing votes in the halls. She knits her eye brows as she tries to understand why her teacher is undermining her ambition. She's the perfect neurotic zealot.

"Election" may be perceived as a high school movie, but that would be an insult to this terrifically incisive, thinking cynic's comedy. Although the kids who flock to "She's All That" and "10 Things I Hate About You" would probably still find it funny, this film is far more stimulating, and frankly, aimed over their heads.