SHADES OF GRAY NOTHING CLEAR-CUT IN NOIR-STYLE `GOOD GERMAN'.

Byline: Glenn Whipp Film Writer

Steven Soderbergh's ``The Good German,'' opening Friday, sports a great cast (George Clooney, Cate Blanchett, Tobey Maguire), a fantastic setting (post-war Berlin as the Cold War begins) and a story that hasn't been seen much before (Americans and Russians battling over morally compromised German scientists).

But when the lights go down and the bygone Warner Bros. logo comes up and Thomas Newman's 1940s-style score plays and the black-and-white images fill the screen, it takes a moment to latch onto all of that because the style is so extraordinarily retro.

And Soderbergh and writer Paul Attanasio (``Donnie Brasco'') are really just getting started. ``The Good German'' sometimes feels like a film lover's answer to a great what-if: What if classic directors like Billy Wilder, Michael Curtiz and William Wyler weren't restricted by the Hays Code and could make movies the way they wanted?

Soderbergh answers that question by juxtaposing 1940s filmmaking techniques -- black-and-white cinematography, vintage camera lenses, simulated rear-projections for background shots -- with a realistic story full of sex, violence, bad language and vile behavior.

The director acknowledges that it's not everyone's cup of tea.

``Mixing the modern attitude with the classic aesthetic is a little much for some people,'' Soderbergh says. ``Too weird. Too strange. Some people haven't been able to wrap their heads around it.''

Perhaps the most radical difference between Soderbergh's movie and classics like ``Notorious'' or ``Casablanca'' is its portrayal of its central female character, Lena, played by Cate Blanchett.

Quick plot summary: George Clooney plays Jake, a jaded American war correspondent traveling to Berlin to cover the Potsdam Peace Conference. World War II has ended, but the Cold War is just getting started as the Americans and Soviets fight to spirit Nazi rocket scientists to their respective countries.

Jake loses his cynicism when he sees Lena, a German woman he loved before the war. But the horrors of the intervening years have changed Lena in ways Jake refuses to see. Lena also has a hidden agenda that ties into the Allies' pursuit of German scientists.

Attanasio calls Lena a ``bad girl, about as bad a girl as you're likely to see in the movies.'' Soderbergh is less dogmatic, labeling her ``both a victim and a monster.''

The key thing is that the filmmakers had the freedom to take the character in any direction without worrying about winning approval from a censorship board.

``Back in the 1940s, Lena would have to be punished,'' Soderbergh says.

``She couldn't walk away. We were able to make her a complicated presence, which some people find troubling. They want her to be explicable. But the war and the Holocaust defy all rational explanation.''

``Studio people would occasionally ask, `Can't we explain why Lena did what she did?' '' Soderbergh continues. ``But that's a (false) movie thing. And our whole point was making a glamour movie but showing the world for all its harshness.''

Like all classic film noir, ``The Good German'' is populated by characters with blind spots, people making conscious choices not to see certain things. The filmmakers extend that theme to cultural and ideological levels, showing how American leaders were more than willing to turn a blind eye to a German scientist's role in slave labor camps if it meant keeping him from the Soviets.

Soderbergh, though, is quick to say he isn't bashing Americans for their actions.

``There were no good options,'' he says. ``If the Americans don't take these scientists, the Russians get them and win the arms race. You had to look away. It was a bitter choice.''

Glenn Whipp, [phone]

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The Germanization of Aussie actress Blanchett

George Clooney calls his ``Good German'' co-star Cate Blanchett a ``freak of nature,'' going on to proclaim that if she ``doesn't win the Oscar'' ... well, he doesn't finish the thought, but it's implied something terrible will happen. (Another Joel Schumacher ``Batman'' movie, perhaps?)

Aussie Blanchett appreciates the support, but believes that motion picture academy voters -- and general audiences -- might first have to get past the film's stylized acting in order to appreciate the performance.

``It felt odd at times, like a synthesis of theatrical acting and movie acting,'' Blanchett says of the heightened manner of her scenes with Clooney. ``But you could never say that Humphrey Bogart or Ingrid Bergman weren't truthful. It's just a more outward expression of emotion than we're used to seeing on film today.''

In the film, Clooney plays an American journalist returning to post-war Berlin where he runs into the German woman he loved before the war. The horrors she has endured in the intervening years has irrevocably changed her, but he can't -- or refuses to -- see that, leading to some heavy business between the two.

``We'd do these emotional scenes together, and sometimes afterward one of us would say, `Wow, that felt eggy,' like, you know, we had egg on our face,'' Blanchett says. ``And (director) Steven (Soderbergh) would tell us, `If it doesn't feel eggy, then you're not there, it's not right.' So we just had to throw ourselves into it.''

To get herself into that go-for-broke mind-set, Blanchett watched movies starring Garbo, Bergman, Luise Rainer -- basically, any period actress of European descent. She was struck by how they reached out to the camera instead of expecting the camera to come to them. And she marveled at just how beautiful and polished all of the women were.

``That was where the studio system was great,'' Blanchett says. ``You could tell all these women had been to deportment classes and dance classes.'' She pauses, laughing gently. ``These days, we're horribly on our own, I'm afraid.''

-- G.W.

THE NOIR CONNECTION

Steven Soderbergh watched these four movies repeatedly while preparing ``The Good German.'' Here, he talks about their influence on his film:

The Third Man (1949): Carol Reed's classic follows a pulp novelist who comes to post-war Vienna only to learn that the friend he was supposed to meet is dead. Or is he? Joseph Cotten stars with an electric Orson Welles (left) playing the mysterious Harry.

``The aura of disillusionment and betrayal and opportunity are so well-mixed together,'' Soderbergh says. ``It's a similar situation to what we have in `The Good German.' There's a city being carved up, and underneath that, there's a personal variation on the struggle for power.''

Mildred Pierce (1945): Noir soap opera with Joan Crawford (near right, with and Ann Blyth, who played her daughter) going through the wringer as a hard-working divorcee. Crawford won the Oscar. Michael Curtiz directed.

Soderbergh: ``Things happen in this movie that are so shocking that you can't believe a studio made it in 1945. It's sick and crazy and wildly entertaining. You can't beat it for full-on 1940s melodrama.''

Out of the Past (1947): Gangster (Kirk Douglas) hires private eye (Robert Mitchum) to find his mistress in Jacques Tourneur's brilliant film noir. Later shabbily remade as ``Against All Odds.''

``For the look of `The Good German,' this is what I went back to time and time again,'' Soderbergh says. ``It's a great movie full of fantastic ideas and performances, a classic of unbelievable beauty that doesn't get its due.''

Chinatown (1974): Perfectly constructed detective story with Jack Nicholson's snooping private eye finding himself overwhelmed among old-time Los Angeles' rich and powerful. Roman Polanski directs.

Soderbergh: ``As with `The Good German,' you've got a lead character who gets everything wrong right up to the end. He thinks he knows what's going on, but he doesn't. And he's got a huge blind spot - his love for this woman. He thinks she's one thing but she has secrets that he can't even begin to see.''

CAPTION(S):

8 photos, 2 boxes

Photo:

(1 -- cover) The language of noir

`The Good German' speaks in retro tones

(2 -- 3) George Clooney, at left, and with Tobey Maguire and Cate Blanchett above, plays an American journalist in Berlin who encounters the woman he loved before the war, in ``The Good German,'' opening Friday.

(4) ``It felt ... like a synthesis of theatrical acting and movie acting,'' says Cate Blanchett.

(5) ``The Third Man''

(6) ``Mildred Pierce''

(7) ``Out of the Past''

(8) ``Chinatown''

Box:

(1) The Germanization of Aussie actress Blanchett (see text)

(2) THE NOIR CONNECTION (see text)