George Clooney Intolerable Cruelty Images Gallery 5

Satire with a smile

Susan Wloszczyna

USA TODAY

New York — Oh, the shark has pretty teeth, dear. And, boy, does he ever keep them pearly white. The better to put the legal bite on all those filthy rich divorce clients who pollute the matrimonial waters of Beverly Hills. In Intolerable Cruelty, Joel and Ethan Coen's second comedic collusion with George Clooney, which opens next Friday, those confounding filmmaker brothers could not resist making the ridiculously handsome actor look, well, ridiculous once again.

In their 2000 release, the Southern-fried Depression odyssey O Brother, Where Art Thou?, Clooney's Clark Gable-like escaped convict kept slicking back his salt-and-peppery locks with pomade. In their new screwball romance, Clooney's Cary Grant-ish cutthroat lawyer obsesses over his bleached choppers.

The siblings satirize the teeth-whitening fad with gusto, a typical character-defining bit of Coen fussbudgetry that befits the star's matinee-idol aura. Upon hearing of the latest vanity foisted upon him, Clooney sensed a genetic link between his two Coen creations.

He says he decided to play Cruelty's suave attorney Miles Massey as if he were the grandson of Ulysses Everett McGill, O Brother's wandering rube. Indeed, both are given to flowery language, google-eyed reactions and a weakness for impossible women — in this case, a gold-digging serial divorcee embodied by Catherine Zeta-Jones.

That's more cinematic insight than you will ever yank out of slight, ginger-haired Ethan, 46, and sardonic, dark-haired Joel, almost 49. Before the interview, the two could be found side by side on a hotel couch, silently flipping through magazines as if in a doctor's waiting room. In unnerving unison.

They rarely prattle on with grandiose profundity about their artistic choices, preferring surface explanations instead. "We were trying to introduce your character," Joel says to Clooney about the germ behind the oral fixation. "So it was like, well, let's see his teeth."

The dazzling enamel onscreen was achieved through digital dentistry, although Clooney was given the option of a free cleaning. Many times. "They kept offering it," he says while settling back for an hour-long talk with his closest filmmaking collaborators next to Steven Soderbergh (Out of Sight, Ocean's Eleven and that sci-fi no-see-um Solaris). "I wanted to come in eating Oreos after that, just to get them off my back."

Such comments — and Clooney, 42, is nothing if not a master of deflecting awkward questions with humor often aimed at himself — unleash a series of honking guffaws from Joel and hiccupping chuckles from Ethan. "I'm their go-to guy. I'm the Buddy Hackett," says Clooney, explaining how they sought him after projects with Brad Pitt fell through. "If you can't get Burt Reynolds, give me Buddy Hackett."

When in doubt, wear a kilt

Clearly, these guys dig one another. "George is like the Coens," says Cruelty producer Brian Grazer. "They are really unpretentious people. Smart and cool, but they don't throw it in your face. They have a really relaxed demeanor together. They just giggle and cruise."

The relationship dynamic seems to go like this: Smarty-pants geeks befriend the star quarterback and transform him into the class clown.

They even found a way to swaddle the actor in a kilt in Intolerable Cruelty, a rewrite job they ended up shooting themselves.

It's an unwritten rule in journalism that whenever anyone wears a kilt, you must ask what he wore under it. "Same thing I always wear," Clooney answers. "A gold lamé thong."

The Coens, however, have had firsthand experience with the question. "We went to a wedding in Scotland where we wore kilts," Joel says.

"And we asked the guy we rented them from if you have to wear undies with them. He said, 'It's an insult to the kilt.' "

Clooney: "Makes you think twice about renting one."

Joel: "When was this last Martinized?"

The dry-cleaning reference ignites a Clooney laughing fit. The actor is somewhat in awe of these bookish Minnesota-reared fellows. Take the film's offhand mention of Tenzing Norgay, the Sherpa who led Edmund Hillary up Everest. That's a name that rarely crops up in movies, at least those made outside of Nepal.

Shrugs a modest Ethan, "We know a little bit about ..."

"Everything," the actor says, finishing the thought. "They know all kinds of weird crap."

He can offer no great insights into how the Coens split up the filming chores. Though Joel always is credited as director and Ethan as producer, it is well known that they share the workload. But Clooney insists: "There is no mystery. They don't really direct."

Says Ethan: "If you walked onto the set ... "

"You'd be astonished how little we do," Joel says, finishing his sentence as is their habit.

Meanwhile, the Coens admire their lead's fearless foolishness. Kentucky-born Clooney outdoes his goofy clog dance from O Brother with Cruelty's honest-to-goodness spit take, a Danny Thomas-class spurt of H{-2}0. "You ruin a suit that way, I tell you," Clooney says. Asked whether his co-stars had to wear plastic protective wear, he quips, "They usually do."

The partnership clearly benefits each party. For Clooney, pairing with such influential scrappy visionaries whose output

includes Raising Arizona, Barton Fink and Fargo has elevated his status and gained him respect as a solid performer. He has outgrown the generic mediocrity such as The Peacemaker and One Fine Day that marked his early post-TV career. "Look at the last two years," Clooney says. "I've only worked with Joel and Ethan and Steven Soderbergh. I'm totally screwed up. What am I going to do now?" In fact, he next joins Soderbergh on the sequel Ocean's Twelve.

For the art-house auteurs, teaming with the hugely popular ex-ER doc means a stronger box-office pulse. O Brother, Where Art Thou? collected a healthy $45.5 million, their biggest gross to date among their nine previous efforts. Still, Joel says, putting the take in perspective, "It's like being the tallest building in Omaha."

Then again, the surprise success of the movie's Grammy-winning soundtrack album (6.5 million sold so far) with its toe-tapping hillbilly standards done by top-notch musicians drew ticket buyers beyond the regular Coen fan base.

The filmmakers have proven to be regular savants when it comes to selecting music. Simon & Garfunkel reunite for their first tour in about 20 years, and whose songs, such as The Boxer and Bridge Over Troubled Water, are prominently featured in Intolerable Cruelty? You guessed it. Coo-coo-ca-ching.

Sellouts? Don't buy it

Not that the brothers are likely to gain anything from their foresight. Turns out they are idiot savants. When the O Brother soundtrack took off, they came away empty-handed. Much to Clooney's delight: "You guys are doofuses. They're like, 'Listen, I want a piece of the movie. Forget the album.' Everyone is making money off that album but them."

Says Ethan, somewhat resigned: "Buck White (patriarch of the harmonizing clan The Whites) came up to me and said, 'You got a lot of those guys pickup trucks.' "

There is, however, a danger involved with the pair doing a major-studio release for Universal that boasts their biggest budget ever (about $55 million, Godzilla-sized compared with the $1.5 million budget for their 1984 debut Blood Simple) and two glamour-puss leads.

Some Coenhead purists find the situation itself intolerable. The buzz on the Internet is that their cinematic outlaw heroes are selling out and going legit.

Grazer, for one, dismisses that notion. "Intolerable Cruelty still has dark, quirky turns. It's just being sold differently because there are big movie stars in the cast. The Coens are just winking at it. They think it's a joke."

Maybe. As Ethan says, "We've been trying to sell out for years. Nobody's been buying. That's the problem."

But the brothers are at their most serious this afternoon while defending their honor. "We've worked with studios from the very beginning," Joel says. "So it's actually a little bit irritating being sort of associated with 'independent cinema' in quotation marks. Because it's not something that has a lot of meaning for us."

Besides, the film is what they were mandated to produce: a mainstream studio movie.

"There's nothing bad about that," Joel says. "We're just as interested in doing that as anything else. In our minds, it's a star vehicle. We wanted actors who could carry the movie through their native charisma despite the fact they are doing some despicable things. You still need to feel sympathy."

The same objection may come up again next year, when their next project arrives, a remake of the old Alec Guinness caper comedy The Ladykillers, a Disney release headlined by an even more bankable actor, Tom Hanks.

Not that the matter is weighing all that heavily on their minds right now. Instead, their current leading man would rather brag about his ability to pull off world-class pranks as detailed in the recent issue of Vanity Fair. Being Punk'd has got nothing on being Clooney'd.

Here's one the magazine missed.

"I got a lady good in London about a month ago," Clooney recalls. "I was doing an interview with her in this really nice restaurant. And she got up to go to the bathroom. And I took all of this very expensive flatware and stuck it in her purse. And then she comes back and I say I have to leave. As I walked out, I said to the staff, 'See that lady ... I think she's pocketing the flatware.' She wrote the article and said, 'I got home and opened the bag and there are spoons and knives from Claridge's.' "

And what has he pulled on the Coens?

"We've been spared so far," Joel says.

"Are you kidding," Clooney says, grinning. "I made you guys sellouts."

Cath's in a swoon for Cloon

HMMM, is CATHERINE EATER JONES trying to tell MICHAEL DOUGLAS something?

The sexy actress couldn’t take her eyes off gorgeous co-star GEORGE CLOONEY at the Los Angeles premiere of their new film, Intolerable Cruelty.

While George talked to the Press, Cath gave it the full doe-eyed teenager routine.

In contrast, when her pasty-faced hubby Michael bowled up and went to kiss his young wife she didn’t seem half as interested and even closed her eyes in what can only be described as a MARY ARCHER moment.

I’m hardly surprised, I know which one of the two I prefer. It seems it’s not just every other single woman in the world who is in love with bachelor George. I’d watch out if I was Michael. Maybe now Cath’s got an Oscar under her belt she’ll think about trading him in for a younger model. I know I would.

GEORGE & Zeta HAVE NEVER LOOKED GREATER

October 2003 -- A mugging and hugging George Clooney cozies up to co-star Catherine Zeta-Jones at the "Intolerable Cruelty" premiere in L.A. Zeta-Jones, 34, who's back in fine form after putting on pounds during her pregnancy, gave birth in April to baby girl Carys. She has since resumed a busy acting schedule that includes "Cruelty," the Coen brothers' comedy about a gold-digger who marries a ladies-man lawyer with hopes of scoring big in the divorce. Z-J will also soon be appearing in the Steven Spielberg-Tom Hanks collaboration "Terminal," and the ever-visible Clooney will be next up in "Ocean's Twelve," the caper sequel from Steven Soderbergh.