BY GEORGE, HE'S DONE IT CLOONEY MAKES LEAP FROM ACTING TO DIRECTING WITH THE ADVENTUROUS 'CONFESSIONS OF A DANGEROUS MIND'.

Byline: Bob Strauss Film Writer

Women have always loved him. Guys who weren't jealous found him quite likable, too.

It took a number of false starts, but television network types eventually

came around. So, after a few disappointments, did movie company executives. Co-stars have uniformly praised his easygoing attitude and prankish sense of humor. And the toughest group of all, film critics, finally gave it up and said ``Yes, we like George Clooney, too'' after his impressive on-screen appearances in artistically ambitious works such as ``Out of Sight,'' ``Three Kings'' and ``O Brother, Where Art Thou?''

That makes it universal. Everybody loves Clooney, or at least likes him a lot.

So why does the handsome, friendly-as-all-get-out actor always seem to get himself in trouble?

Keeps life interesting is the most likely answer.

``Look, everything I've been doing is a special challenge,'' admits the former ``ER'' star, who in recent years has swung from headlining megahit movies such as ``Ocean's Eleven'' to high-profile flops like last fall's ``Solaris'' - both directed by Steven Soderbergh, Clooney's partner in the production company Section Eight, which can boast both last year's most acclaimed art-house release, ``Far From Heaven'' and the all-but-unseen ``Welcome to Collinwood.'' ``I'm always in over my head a little bit. I kind of enjoy it there, but every time I do something, I think, 'Uh-oh, I'm in trouble now, I don't know what I'm doing.' ''

That's the confession of the director of ``Confessions of a Dangerous Mind,'' the wild new movie based on TV impresario Chuck Barris' unverifiable autobiography in which he claimed that while foisting the likes of ``The Dating Game'' and ``The Gong Show'' on the television-viewing public, he was also a secret assassin for the CIA.

Based on an appropriately mind-bending script by the acclaimed Charlie Kaufman (``Adaptation,'' ``Being John Malkovich''), Clooney's first feature- directing effort would have been a difficult enough challenge for a novice to tell straightforwardly. But Clooney set himself a much tougher goal, infusing the movie with all sorts of cinematic elements and narrative tricks while also playing the substantial role of Barris' mysterious CIA handler Jim Byrd.

To his eminent non-surprise, Clooney has both been praised and vilified by critics for trying too hard his first time out.

``I'm really, really proud of the movie,'' the director says. ``I made no compromises in it. And I knew I'd get clobbered by some people for it because the film is out there. But that's OK; I just feel like, what else was I going to do?''

Which is one reason why George's partner is also his good pal.

``We share a commitment to pushing ourselves,'' says Soderbergh, himself an Academy Award-winning director for ``Traffic.'' ``We both feel like, if you're not using whatever juice you have at the moment to try something different, then you're just taking up space.''

'Dangerous' delays

``Confessions'' has been taking up space on Miramax Films' production schedule for the better part of a decade.

``I was attached to this thing as an actor six years ago,'' Clooney explains. ``The reason I directed the film was not because I wanted to direct, it was because the movie was falling apart. It had been in pre-production three other times with other directors and other actors. Mike Myers was attached, Johnny Depp was attached. We were seven or eight weeks away from shooting it with Bryan Singer (``X-Men'') directing the last time it fell apart.''

Clooney still had to fight for his choice to play Barris, though: Sam Rockwell, a talented look-alike familiar to fans of such indie fare as ``Heist'' and ``Collinwood,'' who has played supporting roles in bigger films such as ``Charlie's Angels.''

Clooney not only had to deliver big-name buddies (Drew Barrymore and Julia Roberts agreed to play major roles, and Brad Pitt and Matt Damon contributed funny cameos) but keep his ambitious vision for the project on a modestly budgeted scale if he wanted his little-known first choice to star.

For his part, the grateful Rockwell was impressed by just how well the novice filmmaker kept things on schedule and on budget.

``George is an amazingly smart guy,'' Rockwell says. ``He's a real leader, and it's pretty phenomenal to watch him talk to his production designer, director of photography and stuff, to see how organized he is.''

One of the ways Clooney managed to keep things rolling was to limit the number of takes on any given shot. Especially if he was acting in it.

``Horrible,'' he says of directing himself. ``It's embarrassing because you can't do more takes on yourself than you do on the other actors, you know, 'cause they'd just hate you. So, most of the time, I'd just rattle off two takes in a row, then look over at the sound guy and kind of shrug my shoulders. He'd go. 'Eh,' and then I'd walk away.''

Clooney had to exert another kind of discipline that was specific to this project. Since publishing his ``unauthorized autobiography'' in the early 1980s, Barris has steadfastly refused to confirm or deny whether his outlandish scret-agenting claims were true or fiction.

``I made it a point of never asking Chuck,'' the filmmaker insists. ``I thought it was incumbent on me not to. I have opinions on it, which I'm not going to tell you. But my thought was that it's a pretty fascinating story either way.''

The family business

Clooney himself was naturally interested in the subject matter that can at least be corroborated. He grew up the son of Cincinnati-area television personality Nick Clooney and had actually worked cue cards as a kid on some of his father's shows (which included a locally produced game show or two).

If that wasn't a spur to a show-biz career, there was also the example of aunt Rosemary Clooney, who the family lost last year after a spectacular if up-and-done multi-decade singing career.

Despite the relatives, it was tough for George to make it as an actor. Along with small recurring roles on the sitcoms ``Facts of Life'' and ``Roseanne,'' he struggled through numerous doomed television series before finally clicking as ``ER's'' hunky pediatrician Dr. Doug Ross.

Clooney says he's glad that it took time to get established.

``It's easier when it happens when you're older,'' he insists. ``I was 33 when 'ER' hit, and that was what made my career. If it had happened when I was 21, I would've ended up shooting heroin into my neck probably. And when success comes when you're older, you understand that so little of it has to do with you, it's about the projects you've been in. Once you get to that point, then you're better able to deal with it.''

But the project thing is always tricky, no matter how high up the ladder you climb. Take ``Solaris,'' a metaphysical science-fiction romance which earned some critical respect but was rejected as tediously impenetrable by paying audiences.

``I just think it was a difficult film to market,'' Clooney shrugs. ``What do you sell it as? It's not a sci-fi film per se, and it's not a straight love story, and you're not really quite sure what it is. It was the same experience that we had trying to sell 'Three Kings' and 'Out of Sight,' which is: If you're making films that aren't clearly and easily put into a box, they're very difficult to sell now.''

The unquiet Clooney

Whether he was winning or losing, Clooney has always maintained a reputation as one of the most personable actors in the business. Despite that, he's somehow managed to get himself embroiled in a steady stream of controversies.

He was one of the first and boldest celebrities to publicly complain about the intrusive practices of tabloid television and paparazzi. He got into a public fight with pundit Bill O'Reilly over Hollywood fund-raising efforts for victims of the Sept. 11 attacks. Last fall, even a conflict with a former agent over a finder's fee for an Italian villa Clooney had bought made it into the media.

``Sometimes, it's probably being cantankerous,'' he says of his confrontational side. ``In general, I take the personal hits every day - I'm a good kid - and some of them I'll deserve. But it's when other people are involved and things can actually get hurt that I go, OK, that's crossing the line.''

Then there's the long-running, Hollywood's most eligible bachelor status. Clooney clearly enjoys playing the field, but his ability to commit - tantalizing when he was in his 30s, looking more phobic now that he's past 40 - may be starting to concern even him.

``I don't know,'' says Clooney, still shaking his head over a ``never again'' statement made on national television after his marriage to actress Talia Balsam failed a decade ago. ``I don't know why I said that on 'Barbara Walters,' I really screwed up. I had just gone through a divorce.''

So, besides the TV connection, there is another quality Clooney relates to in Chuck Barris: nagging self-doubt despite all that he's accomplished.

``It's funny,'' Clooney says of the trash TV pioneer. ``Chuck takes a lot of heat - and gives himself a lot of heat - for being the poster child for starting all of that. Some of that's fair; he certainly opened a lot of the doors to lowering the bar. But there was a lot of bad television going on before Chuck.''

His film heroes

When it comes to his own creative philosophy, Clooney looks to the past as well - with some doubts, of course.

``I have a nostalgia for films from '65 to '75,'' he says. ``I know it's a bad thing to do, sort of just looking backward. But I really believe that there was a period of time in American cinema that is arguably better than any other era. And it's not just Scorsese and Coppola and Kubrick; it was Sidney Lumet and Alan Pakula and Hal Ashby and Bob Fosse and Nic Roeg that were just trying to beat each other with really interesting films that made people walk out of the theater and discuss them.

``To me, that's what movies should still be. It doesn't mean that you can't make 'Spider-Man,' or that I won't see it and enjoy it. But you can't excommunicate all of those other films that open discussions, either.''

Clooney admits that he stole ideas from all of the above and more. And he'll probably do it again, and beat himself up a little for it - but still be as nice about it as he possibly can.

``There are things I want to direct, but only when I have a screenplay that I have a clear point of view on, when I can bring something to it as opposed to, 'Eh, now I've got to direct.' '' he reckons. ``I'm in the position right now where I don't have to do anything, so I'm trying to focus solely on things that draw me in. I'm actively looking for them, I'm not sitting back vacationing and hoping they'll come to me. But when I find a project that I think I have a take on that would be unique, then I'd do it again.''

CAPTION(S):

6 photos

Photo:

(1 -- 2 -- cover -- color) He may be Hollywood's Bachelor No. 1, but `Confessions of a Dangerous Mind' proves George Clooney is GAME FOR ANYTHING

(3 -- cover) Sam Rockwell as Chuck Barris

(4 -- cover) Drew Barrymore with Sam Rockwell

(5) no caption (George Clooney)

(6) George Clooney in `Confessions of a Dangerous Mind'