GOOD SPORT CLOONEY AT THE TOP OF HIS GAME AS OVER-THE-HILL LEATHERHEAD.

Byline: Glenn Whipp

Film Writer

Ten years ago, fresh off the success of their sexy crime comedy "Out of Sight," George Clooney and director Steven Soderbergh planned to make a period sports comedy called "Leatherheads." Clooney would play an aging pro football player, circa 1925, watching the game he loves turn from sandlot spectacle into a money-making machine.

The movie never got off the ground.

"We had four great characters, but we didn't have a story," Clooney says. "We could never come up with a third act."

The movie languished until Clooney spent a few weeks working on it while vacationing at his Italian villa in Lake Como two summers ago.

Rewrite in hand, Clooney decided to resurrect "Leatherheads" and direct it himself. (Soderbergh had amicably bailed.)

"Well ... no one can say I'm too young for the part now," Clooney jokes. "Maybe too old. But let's not forget George Blanda. He played until he was ... what ... 50?" (Actually, the Raiders kicker was 48 when he retired. Close.)

Here, Clooney, 46, shares his love for dirty football and explains why the brain often lags behind the body when dealing with the ravages of time.

Your movie about 1920s pro football made me nostalgic for 1970s football.

You mean when you didn't have to tuck in your jersey and could smear stickum all over yourself?

John Madden put it best: "Everybody says the Raiders cheat. OK, we cheat. So what are you gonna do about it?"

There is something fun about that. New England kind of made an art of that recently, didn't they?

You mentioned stickum. You remember (Oakland Raiders wide receiver) Fred Biletnikoff?

Biletnikoff was a god. I grew up in Cincinnati, so I was a Bengals fan. We h-a-a-a-a-a-a-a-ated Biletnikoff. We wanted to murder him. But he was fun to watch.

Supposedly he smeared so much stickum on his uniform that once in practice a ball hit him and stuck to the back of his jersey.

See -- that's fun. It's like the line in the movie: "The (bleeping) rules are gonna ruin the game." To a certain extent, that's true.

Did you go to Bengals games as a kid?

Yeah. Being a Bengals fan, you have a long and sketchy past with football. Lot of down years. Two Super Bowls. Two losses to San Francisco.

The Joe Montana drive in Super Bowl XXIII ...

Still kills me. Pete Johnson, the biggest running back in the game, couldn't get one yard in four downs. All he had to do was score. It wasn't his fault, but still ... it was heartbreaking.

After your neck injury (suffered while shooting "Syriana"), I was a little surprised ...

-- that I'd make a football movie? It seems like a dumb thing to do. That's what most people say. I was supposed to make this 10 years ago, but the script never worked. We never had a plot.

Small problem.

Just a bit. So it fell apart because we couldn't figure it out. I spent a summer working on it, came up with something I liked, but in my head, I'm still thinking it's 1998.

And you're only 36 years old, not 46.

Honest to God's truth, yes. I was like, "OK, I gotta play some football, too." And I play basketball and stuff still. So I figure I'll be OK. The first day of shooting, I go out and I got leveled.

The minute I got hit, I got up and looked over at (producer) Grant (Heslov) and just started laughing. "Uh-oh. I forgot, man. This is a 65-day schedule. I'm going to get the (bleep) beat out of me."

Did you have a discussion with the cast after that?

We had the Don't Hit the Director Discussion, which I think, in general, is a good rule.

So good, I'd have thought you'd institute it before day one.

I didn't understand. There's the part of you that's still a guy that says, "Ah, we'll just play some football. Take it easy. Don't anybody kill each other." And OK, you play, but some of these kids are 21, so their version of not killing anyone almost killed me.

There is the saying: What doesn't kill you makes you stronger.

That's true if you're 21. When you're 21 and hit the curb and fly off the handles of your bike and hit the ground, you jump up and laugh about it. When you're 46, that'll put you in the hospital for six months.

That explains all the old-timer jokes in the movie.

Problem is, my head still thinks it's young. We were playing basketball three days ago. I always had a good vertical jump. I could stand under the rim and jump up and hang onto the rim. I was telling that to these guys and they said, "(Bull)," and of course, I took two steps and jumped, and I was like three inches from the rim.

With the tone, you were going for a Howard Hawks screwball comedy kind of feeling. What's your favorite Hawks movie?

That's a tough one. I sort of hate to pick a favorite. What's yours?

Today? "Red River." Tomorrow, "The Big Sleep."

"Red River" is great. Even before James Dean, Montgomery Clift was truly the first of that Method, internalized sort of actor. (John) Wayne hated it. Watching these two styles of acting clash is amazing.

What about George Stevens' "The More the Merrier"? I heard that was a big influence.

I literally ripped off shots from that movie. I even tried to act like Joel McCrea did in that film, the way he made fun of himself. I loved that. He's really the forgotten movie star.

You cop a line from Groucho Marx in the movie: "You're only as old as the women you feel."

That line seemed sort of perfect. I know I'll get hit for it.

But is it true?

I think the only answer can be: Yes.

Glenn Whipp, [phone]

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CAPTION(S):

3 photos

Photo:

(1 -- color) no caption (George Clooney)

(2 -- 3 -- color) "I grew up in Cincinnati, so I was a Bengals fan," says "Leatherheads" director George Clooney, above. The film, a pro football romantic comedy set in 1925, stars John Krasinski, near right, as a war hero/football player and Clooney, far right, as team captain of the Duluth Bulldogs.