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everybody dies in the end." The goofiness that's so apparent in Clooney off screen had been strangely absent from the characters he has played until last year, when he took on the role of an addled but articulate escaped convict in Joel and Ethan Coen's O Brother, Where Art Thou? "The Coens kept saying, 'We wanted your character to be one of the dumbest guys ever, and we thought of you,' " recalls Clooney, who spent three months rehearsing vocals for "I Am a Man of Constant Sorrow," the film's haunting bluegrass ballad. "I thought, 'Hey, my aunt's Rosemary Clooney-you'd figure I could do something..' " But he ended up firing himself after his first session in the recording studio. "When I finished, no one was looking me in the eye," he laughs."I said, 'Go and get your guy,' and the Coens already had Dan Tyminski in the booth, ready to go. I was just humiliated." HOLLYWOOD CAN BE A STRANGE home for someone trying to balance pragmatism with righteousness.Clooney has a history of brawling with producers and directors who he feels are abusing their power. First he clashed with producer Ed. Weinberger, the powerhouse behind such TV series as The Mary Tyler Moore Show and Taxi. According to Clooney, who worked with Weinberger on the short-lived 1991 show Baby Talk, the producer "was a bad guy who intimidated everybody.So there comes a point where you go, 'I've got to draw the line; this shit I will not eat.' " He ended up telling Weinberger off and quitting the show. "It was my Network moment," he says. (Calls to Weinberger were not returned. ) And in a famous incident during the making of Three Kings, Clooney and director David 0. Russell had an altercation after Russell pushed an extra. "I hate bullies," Clooney says, his jaw tightening. "Taking advantage of people is the lowest." It would be misleading to say that Clooney doesn't concern himself with the usual celebrity image-tending and power-jockeying. But he has rejected the tried and-true formula for being a superstar. In his personal and professional voices, he manages to exercise a kind of freewheeling free will. "The thing I really respect about George is that no one saw him coming," Pitt says. "When he was in ER, he was pretty much defined by it. But he wasn't encumbered by the industry's perception. And now the most powerful directors are calling him. He wasn't handed those opportunities-he put himself there." Clooney put himself an office away from the hottest director in town, when he asked Soderbergh to become his business partner two years ago. Their company, Section Eight, has become a breeding ground for offbeat, challenging material. Their roster includes projects like lnsomnia, from Memento director Christopher Nolan; Far From Heaven, by Safe's Todd Haynes; and Welcome to Collinwood, a picture about small-time crooks directed by Joe and Anthony Russo, whose first movie screened at the Slamdance Film Festival with Soderbergn's Schizopolis. Clooney took a role in the picture to secure financing, and he and Soderbergh donated their $500,000 producing fee for Insomnia to the Collinwood budget. "George is interested in the business and understands it in a way few actors do," Soderbergh says. "Something we share is a desire to use whatever momentum we have at a given time to get things we want creatively."
CLOONEY'S HEIGHTENED SENSE of carpe diem is part of what pushed him to direct Confessions of a Dangerous Mind. He had long been attached to playa supporting role as the CIA agent who recruits Barris. But when director Bryan Singer (X-Men) dropped out last March, Clooney revived the project by offering himself up for the job. "I wasn't the guy sitting around going, 'I want to direct.' I just knew how to tell this particular story," he says. He knows he may be setting himself up for a fall; the material and tone are tricky. "I'm in way over my head. But on every job I've ever liked, I've been in over my head. Pop flies are no fun. It's fun to toggle back and grab one off the fence." And right now Clooney is preparing for the gig as if it were the World Series. He just read Sidney Lumet's book about directing, Making Movies. He shows off his copy of the Confessions script, which has become a sketch pad for his Richard Scarry-Iike drawings of select scenes. He spends half an hour reciting a five-page scene in which Barris (Sam Rockwell) and his hit-woman girlfriend (Julia Roberts) square off against each other in a homicidal game of chicken, CIA-style. Clooney loves this sequence because of its stinging, Rosalind Russell-Cary Grant repartee. But the sentiment behind it, the inability to sacrifice work for love, has been a defining characteristic of his own romantic entanglements. His three- year relationship with French law student-model Celine Balitran ended when she grew tired of his work schedule. And it's hard for him to imagine slowing down anytime soon. "If I had a wife and kids, I'd be worse than anybody about being off directing and working and not paying much attention," he says. "You know, when [September Ilth] hit, 1 didn't go, 'God, Iwish I had a wife and kids.' A lot of people did, but I didn't." And why should he ? The boys are his family. In a town where most relationships are more about transaction than interaction, he has constructed a life that shields him from the storms of loneliness, envy, and regret. The night of the terrorist attacks on New York and ashington, a group of friends gathered at his house, lit candles, and read off the names of those who had died on the planes. "I looked around and I thought, 'This is my family,' " he recalls. Not missing anything." Clooney abruptly runs out of words and thoughts and jokes for the first time all day when he is asked what. is missing from his life. Surely there must be something. He rummages through his mental list of great friends, the great community of actors he knows, until something occurs to him. He mumbles the answer as ifhewere reading a book report he's worked hard on but knows leaves him open for attack by the other kids. "The truth is, as dumb and Miss America as it sounds, I ain't got no world peace," he says; His eyes roam the empty hillside street where he has pulled over, as if looking for a way out of this one. "It's not the pat answer it used to be, because. .." He stops himself short and says only this: "You know, I'm in a really good spot right now. I'm really happy." He knows it doesn't get any betfer than this, annd he wants you to know it, too.

GeorgeTown Want to make Hollywood a better place? After you stop laughing, consider this: Send a copy of Leader of the Pack (an article that ran in the January issue) to every actor, director, and producer out there. Show them that there are still real, down-to-earth people in Hollywood. George Clooney is by no means a perfect actor, but he's definitely an up-front and honest human being who respects what he does for a living. While the rest of the movie business is swirling down the toilet, Clooney and director Steven Soderbergh are ready to take charge and revive filmmaking. Of course, they're not doing it single-handedly, but they are definitely -- you guessed it -- leading the pack. Thanks to Kelly and Katie