George Clooney is the first to admit he wasn't anybody's top choice to anchor "The Perfect Storm," the $100 million adaptation of Sebastian Junger's man-vs.-nature bestseller.

"First they went to Nick Cage and Mel Gibson," Clooney says. "I understand that. If my own money were in the movie, I'd go, 'Let's get Mel!' And if you can't get Mel, you go down the list a few names and then you get to me."

Director Wolfgang Petersen ("Das Boot," "Air Force One") did offer the starring role to Cage, who turned it down because of a conflict with "Gone in Sixty Seconds." Next on the list was Gibson, who accepted but dropped out when Warner Bros. balked at his $25 million asking price.

Finally, Clooney's name came up. Clooney was not only $15 million less costly than Gibson, but with Clooney at the helm, the movie wouldn't be turned into a star vehicle.

"This is a film where the nature of the story itself -- the storm -- is the event and not the big Hollywood movie star," says Petersen. "As I was shooting the movie with George, I thought, 'Thank heavens fate pushed me in this direction!'"

Since his breakthrough as Dr. Doug Ross on TV's "ER," Clooney has been trying to ride the wave to big-screen stardom. But none of his movies has been a mega-hit. "Batman and Robin" came closest, but in relation to its cost, the movie was deemed a disappointment. So were "The Peacemaker" and "One Fine Day." The more recent "Out of Sight" and "Three Kings" were critical smashes but barely broke even at the box office.

In other words, Clooney is no Mel Gibson -- and probably never will be. "The truth is I've enjoyed a really great career and I haven't had a blockbuster," says Clooney, who left "ER" last year after fulfilling his five-year contract. "I've done films I want to do and I haven't been pigeonholed. In a strange way, not being exceptionally successful in films keeps [the studios] from saying you can't do this or that."

Besides, Clooney is more than happy with his own brand of success. "It's very different being famous from TV than being famous from film. You pay 8 dollars to see Mel in a movie and he's on the screen looking 60 feet tall. I remember I got off a plane with him once and everyone was sort of whispering, 'It's Mel Gibson.' People were acting reverential around him.

"I'm famous from TV. I'm about 27 inches tall and people can make me talk or not talk. They watch me in their underwear. When people see me, they go, 'Hey George, it's Dave,' and they grab me and shake my hand. I've been in their home. They think they know me."

It's Clooney's underdog quality that Petersen wound up believing was crucial for the role of Capt. Billy Tyne, a real-life swordfish fisherman who, in 1991, took a boat named the Andrea Gail out on the eve of what turned into the storm of the century. Tyne and his five-man crew (played by Mark Wahlberg, John C. Reilly, John Hawkes, William Fichtner, and Allen Payne) were lost at sea.

"It's a very tricky part that George is playing," says Petersen. "Billy was always a difficult part to cast because, essentially, he makes a wrong decision [about not turning back sooner]. George is such a likable guy that we feel his obsession and his pain. We have a lot of sympathy for him. But with another actor, you could say, 'What an idiot this guy is!'"

Ironically, Clooney's "Perfect Storm," which opens Friday, will be going up against Gibson's "The Patriot," which opens Wednesday. "I don't think of it as some big competition," Clooney, 39, says with a shrug. "I think we'll be in theaters all summer. I'm really proud of this movie."

In person, Clooney has none of Gibson's attitude. As he relaxes in a rumpled gray sweater and gray slacks on a dock in Gloucester, Mass., not far from where he shot "The Perfect Storm," he exudes a sense of fun. Still sporting the sun-bleached beard he wore in the movie, the actor begins the interview by goofing on his co-star Wahlberg, who's doing another interview farther down the pier.

"If Mark tells you he didn't get seasick shooting 'Perfect Storm,' don't believe him," says Clooney. "He's saying he had food poisoning. He was out on a boat and he was throwing up. Yeah, that's food poisoning, Mark. Right, buddy."

"The Perfect Storm" marks the second time that Wahlberg and Clooney have teamed up. The duo first shared the screen in "Three Kings" and will work together again in "Ocean's Eleven," a Steven Soderbergh-directed remake of the Rat Pack classic that starred Frank Sinatra, Dean Martin, Peter Lawford, and Sammy Davis Jr. In between "Three Kings" and "The Perfect Storm," Clooney produced a comedy called "Metal God," which stars Wahlberg and Jennifer Anniston.

"George is almost becoming sort of my mentor in some weird way," says Wahlberg. "He's just this great guy. We have the same approach to the work. It's about commitment and doing whatever you have to do to serve the story."

It was Clooney who suggested Wahlberg for the role of Bobby, a young fisherman with the most to lose by boarding the Andrea Gail.

The movie, which took six months to shoot, was a grueling experience for all of its actors. Clooney jokes that he and Wahlberg did nothing for weeks but get doused by thousands of gallons of ice water.

"I know everyone says it's a big CGI [computer generated images] film," explains Clooney. "But it didn't feel that way to us. We were in the middle of everything getting pummeled. All I knew is that every morning at 7, I'd get cabled into a boat and people would start dumping water over my head. After work, everyday, I'd sit in a hot shower. I never minded the hits, but I did mind the cold."

The production spent about three weeks in Gloucester, the home of the real-life Andrea Gail, but most of the film was shot on a soundstage in Los Angeles.

For the scenes in which the fishing boat is tossed about by 100-foot waves, Petersen rigged a gimbal that shook the tiny vessel back and forth. He'd tie the actors down and blow water in their faces for hours on end.

Needless to say, the cast didn't have to act exhausted. "At the end of the movie, when George says, 'Boys, we cannot beat the storm, we need to turn back,' he looks 10 years older," says a proud Petersen. "That's the end of a long stretch of fighting the elements onstage for George. I love the way he looks. It makes the film more real and deep and convincing."

There are those who have raised their eyebrows at the concept of a big-budget thriller using the deaths of six men as a plot device. Clooney understands those concerns.

"It's not so much that we were making entertainment about people's deaths," he says. "It's just that we were making the movie so quickly after these men died. It's different with something like 'Saving Private Ryan' where it's been 60 years."

Before filming began, Clooney spent time with the Gloucester locals. He went drinking at the Crow's Nest, where all of the fisherman hang out, and he learned to pilot a replica of the Andrea Gail. Most important, he got to know some of the family members of the man he was playing.

"Roberta, Billy's sister, came on the set about three times," says Clooney. "She was a wreck from crying so much. She didn't want to look at the Andrea Gail. I told her we were representing the fisherman in the best light and that we weren't making them out to be bad guys or idiots. They were good guys who had bad luck."

No sooner did Clooney finish work on "The Perfect Storm" than he shot a guest spot on the season finale of "ER," an episode that marked the final appearance of Julianna Margulies, who played Nurse Hathaway, Dr. Ross' love interest.

Clooney worked for scale and, along with series creator John Wells, managed to keep his presence on the show a secret until the episode aired.

"Wasn't that cool how we snuck me in there?" asks a delighted Clooney. "I'm glad I was able to do that. I love the idea that Nurse Hathaway and Dr. Doug are living happily ever after in Seattle."

Before he went out to sea, Clooney completed the next Coen brothers film, "O Brother, Where Art Thou?," which co-stars John Turturro. And come January, Clooney will begin work on "Ocean's Eleven," which he's also producing.

Clooney's idea of the perfect leading lady is Julia Roberts. "I sent her a copy of the script with a 20-dollar bill in it," he reports. "I said, I hear you make 20 a movie these days."

Roberts accepted Clooney's offer to co-star in "Ocean's Eleven." So did Brad Pitt, Bill Murray, Owen Wilson, Luke Wilson, and Don Cheadle. "We'll never be as cool as Sinatra and those guys," says Clooney. "But we're going to make a really, really cool movie."

GLOUCESTER - This is a town where the names on a wall in a church memorialize men lost not in conventional wars, but at sea, in fishing boats. On Friday, one such loss that took place in 1991 when three weather systems collided, will become one of those big pop myths known as a Hollywood movie. ''The Perfect Storm,'' based on Sebastian Junger's riveting bestseller, will focus even more attention on Gloucester than the book has. Starring George Clooney as the ship's captain, Billy Tyne, and Mark Wahlberg as fisherman Bobby Shatford, the film was directed by Wolfgang Petersen. At 59, Petersen still speaks with a pronounced German accent, although he has been working in Hollywood, helming such films as ''Air Force One,'' ''In the Line of Fire'' and ''Outbreak'' since ''Das Boot,'' about a German U-boat crew, made him an international name in 1981.

Sitting on the working deck of the sister ship of the Andrea Gail (used in the film), Petersen's voyage, with this film at least, is over. Relaxed, wearing a baseball cap, blue work shirt and jeans, letting deck water wash over his bare feet, Petersen contemplates the rusting steelwork on the ship. It is another reminder, in a microcosm where nobody needs one, of just how unsparing the sea and salt air can be. Nine months ago, Petersen, Clooney, Wahlberg, and the others were in Gloucester before the lens caps came off the cameras, immersing themselves in the world of the film. The actors readily connected with the locals. Although Clooney hates being cold and wet, and was drenched repeatedly, the only injury he sustained came when he twisted his neck playing basketball with the locals.

Wahlberg, who is more sensitive than his screen roles have shown, was respectful enough of the Shatford family's feelings to secure their blessings before living in Bobby Shatford's tiny room above the bar and fishermen's hangout known as the Crow's Nest. Wahlberg stayed in the room with Bobby Shatford's brother, Rick (seen as a fisherman in the film). Clooney, too, felt enough of a connection to the families to promise them the film wouldn't betray them, and then worried about keeping the promise. While Clooney and Wahlberg had embarked upon their high-profile bonding, Petersen was the one who sat quietly and almost anonymously in the Crow's Nest night after night, soaking up details. The actors said they were welcomed warmly by friends and family members, including Ethel Shatford, Bobby's and Rick's mother, who tended bar there and died shortly after filming was completed.

Petersen, 59, grew up around boats in the German port city of Hamburg. ''Most of my concern was to get the feel of it right,'' he says. ''The reality of the characters, the world of the fishermen. Maybe being German might be an advantage, to see it at a little bit of a distance. One night I was sitting around and this captain, this skipper, had a little too many beers and he was dancing with his girlfriend on the dance floor and he came over to me and he put his arm around me and looked very deep into my eyes and said, `Make it real.' He had, I would not say a threat in his voice, but he was very clear about it. Again he said, `Make it real.' It gave me a little bit of the shivers. I said to myself, `Omigod, this guy is damn right! I mean I have some kind of responsibility here. If I really tell the story of the Andrea Gail as a big Hollywood movie, I better get it real and right.' The most important screening, the biggest test, will be when we show the movie here. On the set, they said I was a stickler for detail. They were absolutely right. We had fishermen advising us all the way. If we had some rigging wrong, we wanted to know about it. If George was steering the boat wrong, we wanted to get it right.''

Getting `Perfect' right

Everyone got a bit more rightness than anyone had anticipated. ''It surprised us that when we were here in September of last year, all of a sudden this Hurricane Floyd developed over Bermuda and came pretty fast over here, pointed toward Gloucester. I mean, we were a little bit panicked with our boats and a huge crew here. Then all of a sudden, it went away, back out to sea. We took advantage of it. We raced to our boats and went out to sea and caught the tail end of Hurricane Floyd, five miles out. We caught a big swell, not huge huge, but one you could manage, about 12 feet or so, and we shot right there. About half the crew got seasick, especially Mark. That was the downside. What we did with him and George, it was really close to jumping over the railing into the water. But somehow the professionalism kept things together. It wasn't easy, but we got footage that had a real authenticity.

The rigging of the boat was easy when compared with the rigging of the script. Junger's book, the starting point for Petersen's determination to make the film, is superior journalism. As such, it doesn't describe what happened once the Andrea Gail lost radio contact. Petersen and screenwriters William Wittliff and Bo Goldman had to guess at what happened, and put it on screen, but within the limits of sober plausibility if it was to fit with the parts of the film that came straight from Junger's book. ''From the moment when the Andrea Gail goes out to sea, with the exception of a few radio calls, nobody knows what actually really happened there,'' Petersen says. ''We had to fictionalize it. Sebastian had some ideas, based on what happened on other boats. The antenna sequence, when Bobby goes up to fix the antenna, is based on Sebastian's idea that because communication was lost, they might have lost their antenna. It was a plausible scenario.

''The shark sequence that happens to Murph [another fisherman] actually happened, but on a different boat. You know what our big action sequences are? It's not like crash-landing on a planet. It's not car chases with buildings exploding. It's a guy going up to fix an antenna, another guy crawling out on the arm of the boat with a torch to cut off a chain that's swinging around and doing damage, and the other guys trying to put plywood on a broken window. It seems like it's so little, but it's everything for them. If you cannot get the plywood up on the windows, it is indeed the end of them because with those broken windows there is no way they can make it through the storm. So it seems just like an antenna or plywood, but it's their lives.''

The great outdoors

Most of the Gloucester filming - three weeks of a three-month shoot - involved exteriors. Most of the storm sequences were shot in an immense water tank in a soundstage on the Warner Bros. lot in Burbank, previously used for ''PT 109'' and ''The Old Man and the Sea.'' Day after day, water was shot from cannons and poured from drums over Wahlberg, Clooney, and the others, against the biggest blue screen ever, over which huge state-of-the-art waves now wash, supplied by the keyboards at Industrial Light & Magic. Drenchings, sinus infections, ear infections, actors hosed under high pressure from one side of the deck to the other as the boat rocked on a huge ball and socket known as a gimbal, even a few near drownings became commonplace. Petersen likens the physical challenge confronted by the actors to the partly macho stimulation of the dangerous fishing profession.

Petersen believes that the prospect of escape from land-based cares and the kicking in of the male tribal hunting reflex play no small part in the year-in, year-out pursuit of fish. Still, the most successful captain in ''The Perfect Storm'' is not Clooney's grizzled pro, but Mary Elizabeth Mastrantonio's real-life seagoing colleague, Linda Greenlaw. In the film, Greenlaw's success is used to flog Tyne into going out one more time to end the season on a high. ''Telling him, as the boat owner does, to follow Linda to the fish, that's not nice. Follow a woman? That's the toughest thing you can tell a fisherman.''

Another challenge cropped up during casting. After things didn't work out with Mel Gibson and Nicolas Cage, Petersen approached Clooney, who saw himself in the role of the younger Bobby Shatford. ''I talked him into it,'' Petersen says. I said, `George, Bobby is a 27-year-old man and Billy Tyne is like your age, 38. You should step up to something darker and and edgier and fill those big shoes because you can do it.' At first he was a little leery, but we talked and talked, and finally, he was, like, `I'll do it, I'll do it.' It was George who suggested Mark. He liked working with him in `Three Kings' and has since teamed up with him on two more films [`Metal God' and the remake of `Ocean's 11']. I met Mark and it was done in five minutes.''

Having plucked his stars from Hollywood's A-list, Petersen then set about de-Hollywoodizing the film as much as possible. ''Most of my concentration was to get the structure and characters and feel of it right and not let Hollywood moments creep in. There was never any discussion about changing any of the book's elements, especially the ending. All the characters come from the book with one exception, Irene. You'll judge for yourself how she fits in. After two months of prep work and after seeing the test results, I knew we could create an absolutely believable storm. I was convinced the spectacular effects would work out fine. It was the other that concerned me. I'm a part of Hollywood. I'm a director who works there. But if we did this film right, we don't want applause at the end. You just want people kind of sitting there. If people say `This is the world of Gloucester and this is the world of fishermen and the film got it right,' that would make me really proud. Much more proud than if somebody would say, `Hey, that was a really cool storm.'''

GLOUCESTER - ''Come HERE!'' A gaggle of girls calls from the green across Harbor Loop, their voices blending with the call of hovering gulls, who also seem to be ogling the scene.

Mark Wahlberg steps out of the back door of a shiny black car, in town to flog his new movie, ''The Perfect Storm,'' and he turns around to face them. ''Not now,'' he yells in his familiar Dorchester accent, smirking, his hand shading his squinty eyes from the bright sky. ''Not now!'' Resigned, and maybe relieved, the girls reply in unison: ''We love you!''

But the question of the moment regarding Mark Wahlberg is this: Which Mark do they love? Because in his decade of fame and fortune, Wahlberg has been a couple of very different men. The 29-year-old who's being led by publicists onto a dock weighted with international press is an actor whom some claim has already been cheated out of an Oscar nomination for ''Boogie Nights.'' He is a protege and friend of George Clooney, he has made 12 movies (two of them, ''Three Kings'' and ''Boogie Nights,'' were critical darlings), and he is doing meetings with Hollywood heavies like Tim Burton about future projects. His role in ''The Perfect Storm,'' which will probably rock the box office after its June 30 opening, moves him up a peg from the kid-with-promise category to he-could-be-a-star status. As proof, ads for ''The Perfect Storm'' feature his name alongside Clooney's, above the title. Today, Mark Wahlberg is Marquee Mark.

More surprisingly, he is also a man who says he attends church and prays regularly, who rescues friends from the same Dorchester streets that almost led him to a life behind bars, and who says, without betraying a hint of irony, ''If I can inspire one person to do something, that's a huge accomplishment.''

But ... as anyone with a magazine subscription or a remote control knows all too well, not many years ago Wahlberg's image appeared on the other side of the coin. First, he was a flash-in-the-pan rapper named Marky Mark, an accused homophobe, and an unrepentant Dorchester punk who'd spent 45 days in jail at age 16 for a racially tinged assault. Then, thanks to Calvin Klein, he was an underwear model and a ripped gay icon with a famously airbrushed third nipple. And all along, he was a shock artist who liked to drop his pants onstage, who dedicated the official Marky Mark book to his penis, and who staged a tiff at an LA party with fellow underwear aficionado Madonna and her entourage.

In short, he was the Perfect Worm.

Today, overlooking the harbor where he spent a few weeks filming outdoor shots for ''The Perfect Storm'' last fall, Wahlberg talks about his stormy history both with quiet regret and with the shrewd understanding that it's the dishiest part of his media profile, that it's his sales pitch. Publicists often warn interviewers off unattractive topics - and racism, violence, drug abuse, and a vacation at Deer Island certainly qualify as unattractive - but no one has tried to control Wahlberg's spin during the ''Storm'' promotion. Truth is, many young actors in Hollywood - the ones who, like Wahlberg, wear scruffy goatees, stringy hair, and loose jeans - would love to add juvenile delinquency and House of Detention to their resumes. Wahlberg's authentic ''street'' aura, the sense that he actually stole cars and sold drugs, is precisely what Hollywood casting agents and directors are sniffing around for.

And so the tales of Wahlberg's illegalities and immoralities trail him. ''They keep writing the same article over and over,'' he says without much annoyance. ''I actually had a talk with the president of one of the studios about it. They were trying to get me to do this interview, this magazine cover, and I said, `Look, I did something for that magazine before and they just wrote the same story. This is their angle.' And he said, `That's why you should do it! They [expletive] love it! It's great.'''

What would a more updated Mark Wahlberg story sound like? ''It would talk about the obsession with my past,'' he says, ''and my understanding it, and being OK with it to a certain extent. But not getting off the path of what I'm trying to do as a person, which is to really develop myself, which is to grow and continue to educate myself.

''Every day I wake up and try to make myself a better man.''

In talking about his psychological changes since he put Marky Mark behind him, Wahlberg pulls out stock phrases like ''Comes a time when you have to look in the mirror'' and ''You get to a certain age where you're supposed to know what right and wrong is.'' But, leaning over the tape recorder, his hazel eyes admit no possibility that he's putting on a performance, or that he's on the automatic pilot that performers succumb to after doing years of press. He bears a heightened sincerity, and indeed, when the interview is over he says he'll call later to elaborate on his changes. Unlike most Hollywood players, he follows through on his promise.

''I've been very fortunate to get out of Dorchester for a little while to see that that's not how the rest of the world thinks,'' he says. Despite skepticism from friends and colleagues, he goes to church on a regular basis. ''I'm trying to make up for all the [expletive] I did. Being raised Catholic is tough, man. I don't look at my girlfriend in a sexual way too long without feeling guilty and blessing myself'' - he crosses himself to illustrate. ''It helps me, and I believe.''

On the set of the movie he just filmed, ''Metal God,'' which is being executive produced by Clooney, Wahlberg's fellow cast members were surprised by his reverence. ''I'm playing a guy who's thrust into the rock 'n' roll spotlight in the '80s. Lots of sex, drugs, and rock 'n' roll. But once we got off the set, I'm talking about, `God I gotta go to church. Lord forgive me.' They sit there with this look on their faces, they can't figure it out.

''That's just me. Nothing makes me feel better about myself.''

Behind his career, he says, there are larger motives: self-expression and the chance to serve as a role model. ''I'm doing all these things to get me where I'm supposed to be. I don't think it's on a movie set. I don't think that's where I belong. But I think I need to have a big enough voice to get my message across.

''To come from where I come from and accomplish the things I have, to set goals like really going out and educating kids and religion - and God knows all the [expletive] that goes on on the streets today - is not something people expect. I'm not doing it to shock them, either. I just feel like, anything to make me feel better. To do something for somebody makes me feel better.

''Making another couple of million dollars, I don't want to jump for joy. It puts a smile on my face for a couple of minutes and it's nice to know that if I want something I can have it, as far as material things. But what I want spiritually, I gotta work for. Every day. I enjoy that work, more than I enjoy my acting.''

Natural actor

Of course, these sober, compassionate, generous, religious thoughts pour out of an actor who mastered his craft not at Juilliard but, as he says, ''running around the streets of Dorchester, man, and then sitting in front of the judge telling him it wasn't me.'' He spent his early life pulling fast ones without the benefit of a bulky Hollywood income. He's good at it.

Wahlberg is a natural actor, and while it may be a challenge to buy his spiritual reformation, audiences have had no trouble accepting his career re-formation. Indeed, he has accomplished a feat that has eluded many a musician longing for acting legitimacy, even Madonna, she of the steely 1980s-style willpower. The reason: Since his first big role in Penny Marshall's ''Renaissance Man,'' in 1994, he has delivered very few false moments on screen. Like Courtney Love and Ice Cube, he has managed to deliver the goods. Sure, Whitney Houston and Janet Jackson and Madonna may think they can act because they've posed dramatically in countless MTV videos, but walking and talking without music for more than four minutes - well, that's quite a different matter.

''I realized it was going to be pretty close to impossible,'' Wahlberg says about the switch to acting. The fact that he was considered a model after his Calvin campaigns didn't help: The only thing funnier than a singer in Hollywood is a model with a script. ''Everybody just laughed out loud. They laughed in my face.''

He says working with Marshall and Danny DeVito on ''Renaissance Man'' helped him plot the tricky course. ''They were very different from the guy who was trying to get me to play a white rapper in `Sister Act 2.' ... If I went down that road, I would probably have a shorter movie career than Vanilla Ice, who did one film.'' Wahlberg has had a number of mentors over the years, and he mentions Marshall and her advice a number of times during the day. ''First and foremost, I didn't care about commercial sucess. I wanted people to say, `That kid's good.' That's my whole thing. I don't like to be laughed at. I don't take myself all that seriously, but I take my work very seriously.''

''Boogie Nights'' in 1997 was the turning point in his acting career. In the company of respected names like Julianne Moore and William H. Macy, he gave a fine central performance as a porn stud with a phenomenally large penis. (He keeps the prosthetic member at home, he jokes: ''It's my prized possession.'') Filmmakers took notice, and soon he was being courted by honchos with action blockbusters in their eyes and $10 million paydays in their wallets. ''I love watching action movies,'' he says. ''But I don't want to be an action star. I don't want to be Jean-Claude Van Damme, that's for sure. He's a likable guy, but as an actor, that's not what I want. I have more to offer. ... I am talking about a kind of big movie right now, but it's with a very artistic director - Tim Burton.'' Burton is remaking ''Planet of the Apes.''

The Mark and George Show

Wahlberg says he's proud of ''The Perfect Storm,'' and that that makes it easy to talk to the media right now. During the filming, he felt a pressing responsibility to the men who died when the Andrea Gail sank in 1991, as well as to their families and the people of Gloucester, and he says that responsibility was as intense as the role's great physical demands.

While Clooney was his usual wry, jokey self on the set, Wahlberg was slightly less buoyant: ''When we're on that boat and we don't know if we're going to make it out of that storm, that's how I felt. George has that ability to snap in and out of it. But I like to stay there and stick it out. ... I feel better if I'm there all day and when the day is done and the scene is done, I'm OK.''

Over the years, he and Clooney, who suggested him for the ''Perfect Storm'' role, have cultivated a playful rapport that requires them to give each other a hard time. They have become The Mark and George Show, and they decided not to do joint interviews for the movie since they find it impossible to be serious together. Working with Clooney this time around was easier than ''Three Kings,'' he says. ''I could just tell him to shut up! I didn't have to deal with his [expletive], listening to him explain the scene to me.

''But it was like we never missed a beat. It was like being on the basketball court with someone you've played with so long, you know where they are and where they're gonna be. The guy is great.''

Rap redux?

The music industry hasn't entirely forgotten about Wahlberg, even if he has been trying to forget about it. The Innerscope label recently approached him with a lucrative offer. ''They figure they'll sell 5 or 10 million records,'' he says, ''and they'll get me out there like Will Smith looking like a jackass - not to say that Will Smith is a jackass, but I wouldn't look good running around in my underwear at this stage of the game. They know that. They're smart. It doesn't hurt them to ask.''

While he's involved in a heavy metal soundtrack for ''Metal God,'' he says he'll leave rapping to other guys, like Eminem and Dr. Dre. And what does he think of Eminem, the white rapper who recently released a new album? ''It's a little much at times, but you can't take away that the kid's talented. ... Me, personally, it's not going to make me go out and do anything, but I know how movies and music have an effect on people and especially kids. So. You know. But everybody's entitled to do and say what they want.''

And, after all, who knows what the future will bring? In 10 years, Wahlberg may find himself competing for roles with a mellowed musician named Marshall Mathers, who has turned to the art of acting. He used to go by Eminem. 

Gloucester, Mass. - Mark Wahlberg nearly drowned a couple of times playing the role of a Gloucester fisherman in The Perfect Storm.

The movie, opening Friday, sees Wahlberg and George Clooney (Capt. Billy Tyne) being tossed around in 30-metre waves in a swordfishing boat, the Andrea Gail, during the fiercest storm of the century.

"Three Kings (their last movie together) was a walk in the desert compared to The Perfect Storm," says Wahlberg, who plays fisherman Bobby Shatford.

"It was brutal. There were days I would say, 'Please, please just make it through the day.' I had to really convince my brain to get my feet to move at all, one in front of the other."

The high-seas adventure, based on a true story and Sebastian Junger's best-seller, was filmed off the coast of Gloucester. For 90 days, hurricane conditions were created in the world's largest indoor sound-stage water tank on the Warner Bros. lot in California. At Stage 16, the original tank was expanded from 2.4 metres to almost 6 metres deep.

The work was so physical, Wahlberg was brought to tears.

"You couldn't complain and you couldn't cry," the Massachusetts-born actor says in an interview on the Gloucester dock, the Andrea Gail's home port. "I just waited until I got to my trailer and the tears started flowing. You couldn't help it."

Oscar-nominated director Wolfgang Petersen (Das Boot) worked hard to make storm conditions realistic. Wahlberg and the crew were literally knocked around when blasts of water exploded from the monstrous holding tanks. When Petersen yelled, "Drop the water!" up to 1,350 kilograms of pressure blasted in from the 45,000 litres of water.

"It was very dangerous," Wahlberg recalls. "There's a certain amount of stuff you can't control when you're talking about water. I prayed before I got on the boat and I kissed the ground when I got off. Everything happened to me, from nearly drowning a couple of times to getting my earplugs jammed underneath my eardrums."

During the water scenes, the wax used to seal Wahlberg's ears was pushed in from the constant pressure. He immediately went to a doctor, who pleaded with him to have it removed. But with a tight filming schedule, Wahlberg says the suggested surgery was not an option.

"I said, 'No! You go to the movie lot and tell Wolfgang Petersen that we're going to shut this thing down for two weeks.' I said, 'Just rip the thing out.' "

The 29-year-old actor says Petersen did a terrific job to make the storm realistic on screen.

During filming off Gloucester, Hurricane Floyd was ripping up the Atlantic coast, which Petersen says provided ideal conditions for a storm at sea. Industrial, Light and Magic was employed to do computerized images for the movie, using film shot in the hurricane tank and on the Lady Grace, which was the sister longliner to the Andrea Gail.

Wahlberg, the former singer the world first knew as Marky Mark from the Boston band New Kids on the Block and former underwear model, gained critical acclaim on the big screen as porn star Dirk Diggler in Boogie Nights. He teamed up with Clooney in Three Kings, and admits The Perfect Storm was the most physical of any work he's ever done.

He says he did more of the stunt work than he wanted to but knew it was best for the overall film.

"I'm not the kind of guy who sits there on TV and says, 'Oh, I did all my own stunts and I worked with a trainer.' No, I got my ass kicked and I was terrified. But it helped and it shows on screen. I'd complain about it at the end of the day, but I would go back and do it again."

Wahlberg got banged around a bunch of times and was knocked out twice doing underwater work in the big tank. As he was swimming around while the boat was tipped over, he said it was difficult to see in the water, it was so murky. With the strong currents created by the wave machine, he kept bumping into things.

"Thank God, the divers had masks, they'd see me just kind of floating around and they'd grab me. And I'd go, 'Thank you.' "

Wahlberg had never scuba-dived, so trained divers would take him and his fellow actors to the bottom of the tank, hold them there, stick a valve in their mouths and teach them how to breathe. When it was time to shoot, they would take the valve from their mouths and swim away. On their ankles were weights to keep them down.

"It felt like eternity, a minute and a half to two minutes under water," he says. It was even more difficult to breathe because Wahlberg was even smoking close to three packs a day during production, to remain true to his fisherman role.

To prepare for the role, Wahlberg went out for two weeks on a longliner fishing off Maryland. He spent a month in Gloucester before the cameras rolled and was invited to stay at the Crow's Nest, a bar which had rooms for rent on the upper level.

It was also at the Crow's Nest where he met Bobby Shatford's mother, Ethel, and the Shatford family.

It was Clooney who suggested to Petersen that Wahlberg was the man for the job.

"George knew he couldn't get through it on his own. 'Call in the heavy hitter, call in Wahlberg,' " he jokes, scratching a few days' growth on his chin. " 'Bring in the relief pitch, bring in the lefty.' I'm forever indebted to him."

Clooney produced Wahlberg's last movie, the rock-band saga Metal God, and just hired him for Ocean's Eleven, a remake of the 1960 film that starred Frank Sinatra, Dean Martin and Sammy Davis Jr.

"I'm on Team Clooney. George is my boss and I have to answer to him."

Clooney said Wahlberg was perfect for the role of Bobby Shatford.

"He's just great. There couldn't have been a better choice for the role, so we're lucky we got him," the dashing Clooney said.

As the captain of the Andrea Gail, Clooney saw Wahlberg's difficulties at sea.

"George will you tell you endless stories about my seasickness and throwing up off the side of the boat - even in between lines, actually," Wahlberg offers. "It was tough. There were times when I just wanted to jump off the side of the boat - just to get off the boat and get in the water. I didn't care if I floated off and they left me there."

Would he do it all over again?

"Yah, I told Wolfgang when I was done. 'You want to do it again or something similar, just tell me where and when and I'm there.' "

Greg Guy's trip to Gloucester provided by Warner Bros.

After several false dawns, George Clooney has found just the right role to carry him to the top of Hollywood's elite.
For a while, it looked as though the heartthrob would have Doug Ross' "ER" stethoscope hanging around his neck forever.

His post-TV career had sputtered through such films as the embarrassing "Batman & Robin" and the critically acclaimed box-office duds "One Fine Day," "The Peacemaker," "Out of Sight" and "Three Kings."

But then "The Perfect Storm" blew in.

The film, which opens Friday, features Clooney's break-out performance as the captain of a fishing boat caught in the worst North Atlantic storm in a century.

Suddenly, there is talk of Oscar nominations. There are projections that "Storm" may kick up the biggest profits of any summer blockbuster. And there's speculation - bordering on certainty - that Clooney may soon become a member of Tinsel-town's $20 million salary club.

"Storm" director Wolfgang Petersen has no doubts that his star's name will rank with such top draws as Mel Gibson and Harrison Ford, each of whom has his own big-budget action flick this summer.

And Petersen is counting on the 39-year-old Clooney to help recoup the $115 million invested by Warner Bros. in this spectacular seafaring yarn, based on Sebastian Junger's non-fiction best seller.

Speaking to reporters at a press event in Massachusetts last week, Clooney said he expected Gibson's film - "The Patriot," which opens Wednesday - to beat out "Storm" initially, but to lose in the long run.

"I don't worry about going head to head [with Gibson] because I think we have a good film," Clooney told reporters. "I think they'll probably whip us the opening week, and we'll have to stick around for a while."

With his sun-bleached goatee, fisherman's cap, knit sweater and heavy boots, Clooney looked anything but the Hollywood superstar as he spoke to the press on a wooden pier in the port of Gloucester, about 40 miles north of Boston.

Clooney plays the role of Billy Tyne, a down-on-his-luck Gloucester fisherman who is caught, with five crewmen, on the 72-foot swordfishing boat Andrea Gail in the shocking North Atlantic storms of October 1991.

Clooney got the part last year when Gibson turned it down for what Gibson said were scheduling reasons, though there's been speculation that a dispute with producers over cash was the real reason.

Clooney originally was to play another role in the film, Tyne's sidekick, Bobby Shatford. When that position suddenly had to be filling, Clooney convinced Petersen to give it to his best buddy, Mark Wahlberg.

Wahlberg and Clooney share top billing - as they did in "Three Kings" last year, and as they will again in the Steven Soderbergh remake of the Rat Pack classic "Oceans 11," which is set for January.

It's clear that the role of Tyne has Clooney all over it. Tyne is an independent-minded character who, with a string of broken relationships behind him, is happiest throwing himself into work. Not looking to remarry, he just wants to hang out with his buddies.

Does any of that sound familiar to Clooney?

The actor says he, too, is happily single. Since breaking up with French girlfriend Celine Balitran last year, he has had no steady someone in his life, though he continues to date - most recently, "Melrose Place" star Brooke Langton. When Vogue decided to feature him on the cover of its July issue, the magazine borrowed Leonardo DiCaprio's girlfriend, 19-year-old model Gisele Bundchen, to pose with him.

"Oh, man," said Clooney this week, recalling the shoot. "She's a good-looking kid, but I look like her father."

Clooney insists that the only real love in his life is Max, a 150-pound Vietnamese pig with whom the actor has shared his L.A. home for more than a decade.

"Once you have a pig in your life, you really don't have room for anybody," he says. "Max and I are very happy. We're a good team. It's my longest relationship."

He says he's never encountered anything like the real-life storm on which the film is based, but he got an inkling during an earthquake in California in 1994. "We had a good earthquake, a beauty, back in L.A. It scared the s - - - out of me," he said.

"I came running out, naked, with my pig. The pig was naked as well. And my buddy Ben, who was living in the guest house, came running out, and he was naked. He had a gun. He thought someone was breaking in.

"My biggest fear was that we would end up getting killed and they would find two naked guys, a gun and a pig. That would be the end of my career, anyway."

Clooney said filming "Storm" opened his eyes to the grinding work of fishermen. "I didn't understand how grueling a job it is. It's not just guys throwing lines out there. It's 22 hours a day. There's no lunch break."

It was a physically demanding shoot for Clooney and his co-stars, who weathered months of being hammered by waves - both real and man-made.

"We got whipped around and smacked around," Clooney says. "But we knew that going in. You can't prepare for being cold and wet for six months."

With typical self-effacing humor, the actor spoke of one particularly grueling day when he was flung continuously into the water, strapped to a metal arm that extends from the boat. While Clooney tired of the cold water and wind machines, Petersen (who made his name as director of the submarine classic "Das Boot") asked for more takes. Mimicking the director's German accent, Clooney said his appeals for rest fell on deaf ears. "Wolfgang would just lean over with his microphone and say, 'OK, George. Zis time, act better.'"

'Once you have a pig in your life, you really don't have room for anybody.' 

GLOUCESTER, Mass. -- George Clooney distinguished himself during the very wet, very rough and very difficult filming of The Perfect Storm.

He was the only person among all the cast and crew who never threw up. Never. Not once.

Odd claim to fame? Maybe, but from co-star Mark Wahlberg's description of heaving over the side of a boat more than 50 times in one afternoon, to director Wolfgang Petersen's cheerful descriptions of how even the medics eventually tossed their cookies, everyone has a sea sickness tale to bring up (oops) whenever The Perfect Storm is discussed.

"Wahlberg really went down," says Clooney of his friend, grinning in a malicious fashion. "It was beautiful."

And, "She was the first person to barf!" he shouts gleefully, pointing out the film's producer, Gail Katz.

A highly anticipated film, The Perfect Storm is a study in courage. The film is based on the bestseller by Sebastian Junger. The Perfect Storm offers a look at what happened to ordinary people from a Massachusetts fishing town during the cataclysmic storm that swept the east coast in 1991.

Clooney, Wahlberg and fellow cast members Diane Lane, John C. Reilly, William Fichtner and Mary Elizabeth Mastrantonio all portray real people, residents of the fishing port of Gloucester, which is near Boston. The storm in question generated history-making 100-foot waves, did billions of dollars in damage and killed people.

Clooney stars in the movie, which opens Friday, as swordfish boat captain Billy Tyne. Making The Perfect Storm was tough, for both emotional and physical reasons.

For scenes on storm-tossed seas, the cast was knocked down and drenched by water dumped from above or shot from water cannons. Much of the movie was made in a gigantic soundstage tank, but some footage was shot on the ocean, and everyone spent time in boats. Lots of time.

Meeting with reporters in Gloucester to promote the movie, Clooney is his usual charming, frenetic self. He is very funny, but it's difficult to recreate his conversational style, given that he'll imitate director Wolfgang Petersen's German accent, mimic the flat tones of director Steven Soderbergh or answer questions in Mark Wahlberg's voice.

Asked what the worst thing was about being soaking wet for six months, Clooney responds, "Being soaking wet for six months," and grins.

"It was cold. It was ice water. These water cannons -- you're cabled in, because they'll knock you right off the boat. And these dump tanks, which is a swimming pool up on top of a slide -- when they release the water, it just blasts across."

Clooney hung around Gloucester for a few weeks, getting to know the locals and meeting some of the residents who figure largely in the story of The Perfect Storm.

The response of many people to having a movie star in their midst was just what you'd expect.

"But I try not to treat myself as a celebrity, so, usually a couple minutes into it, they stop treating me that way, too."

Eventually, they just got used to having him around.

The Perfect Storm is but one in a run of movies Clooney and Mark Wahlberg are in together at the moment. First, there was last summer's Three Kings. That experience led Clooney to recommend Wahlberg for The Perfect Storm, and to give Wahlberg the lead in Metal God, which Clooney's company is producing.

Then, when it came time to put together Oceans 11, he hired Wahlberg again. "I can't think of anyone more right for the role," is the phrase Clooney uses two or three times to describe helping Wahlberg get work.

(Later, asked who he is dating now, Clooney says, deadpan, "Mark Wahlberg, apparently.")

Oceans 11 is obviously a movie Clooney is really looking forward to. So far, he has rounded up Wahlberg, Brad Pitt, Julia Roberts, Luke and Owen Wilson, Don Cheadle and Bill Murray for the cast. The movie is based on, but not a re-make of, the 1960 Rat Pack heist picture.

"We may not be as cool as those guys, but we might be able to make a better film," says Clooney, who reckons people love the original because of the actors, not the movie.

Clooney says he lured Julia Roberts into the cast by sending her a script with a $20 bill, and a little note: "I hear you make 20 a film now." She agreed to take part.

Meanwhile, the blockbuster word is being used to describe The Perfect Storm, but Clooney, though obviously proud of the film, says he's past counting on all that. His career has been slow and steady. For starters, he was in dozens of failed sitcom pilots before he found a spot on ER.

Likewise, he appeared in several forgettable films (Return Of The Killer Tomatoes, for example) before getting it right in such films as Out Of Sight and Three Kings -- both of which were huge critical successes but only did okay at the box office. Blockbuster? This guy knows better than to count his chickens.

As Clooney has often said, not being famous at all until he was 33 years old has helped him keep his feet on the ground.

"The truth is, I've actually enjoyed a really great career, and I haven't had a blockbuster," he says. "I've been able to go and do films I wanted to do, and I haven't been pigeonholed."

His level of success equals a freedom of sorts, the actor adds.

"In a weird way, it's sort of been accidentally very good for me. I don't count on it and I don't worry about it. As long as they keep giving me jobs, I don't worry about it."

The GEORGE CLOONEY File

ABOUT ER: His appearance on the second-to-last show of the season was carefully orchestrated. "That was a good, sneaky move," he says with relish. "Shoot it a few days before. Hide the footage in the fridge. Keep it until the day-of and then stick it on at the end. Don't tell NBC. Had they sold it as 'George Clooney back on ER!!!' everybody would have been pissed. I had one line."

RIVALRY: On being told that Mark Wahlberg -- who, like Clooney, has a gang of buddies -- said his posse can kick Clooney's posse's collective ass: "That's true. They could kick our asses. We're all old men. But we have money. We can buy people who'll kick his posse's ass."

ANIMAL RIGHTS: No fishies were hurt making The Perfect Storm. Still, animal-rights activists showed up briefly when the dock was covered with about 100 swordfish.

"They were rubber fish," Clooney says. "So I asked these people to stop yelling at us."

LOVE LIFE: Current rumours link Clooney and actress Traylor Howard, who plays Jim Carrey's cheatin' wife in this summer's Me, Myself & Irene.

GLOUCESTER, MASS. -- German director Wolfgang Petersen's The Perfect Storm is a harrowing recreation of the fiercest storm in modern history.

On Halloween of 1991, three raging weather fronts collided in the North Atlantic creating 100-ft. waves and hurricane winds.

The sword fishing boat the Andrea Gail and its crew were trapped in the eye of the storm.

For the film The Perfect Storm, which opens Friday, the storm was recreated on the soundstages of the largest and deepest indoor water tank in Hollywood.

"We were bombarded 10 hours a day for six months by water cannons and wave machines. I began to feel like a fish after a while," recalls George Clooney who plays Billy Tyne, the captain of the Andrea Gail.

"The only time I got really nervous was the day Mark Wahlberg and I shot the scene where the boat capsizes and fills up with water.

"We had two oxygen tanks hidden near us, but I still panicked when I was completely submerged and had to swim over to one of the tanks."

On one of his days off, Clooney went swimming with friends in the Hamptons.

"I went for a swim alone and got caught in a riptide. The more I flailed, the more my friends on shore laughed. They thought I was playing a joke.

"I kept getting pulled further from shore. Fortunately, I caught a big wave that brought me back in."

Upchucking on the chuck

Wahlberg, who plays fisherman Bobby Shatford, spent one whole day of shooting throwing up.

This was a day on location in the village of Gloucester, where the crew of the Andrea Gail lived.

Wahlberg claims he was suffering from food poisoning. Clooney insists his co-star was seasick, but Petersen is convinced Wahlberg was battling a massive hangover.

"All I know is that I threw up 50 times that day," says Wahlberg. "I was so green, I almost had George and the camera crew throwing up with me."

Wahlberg admits he spent many a night on location in the fishing village drinking with the locals at the Crowsnest Bar.

"My character's family owned that bar. I wanted to soak up as much atmosphere as possible and that meant soaking up a lot of beer. Those fishermen can really drink."

Wahlberg arrived in Gloucester 10 weeks ahead of the cast and crew and lived upstairs in the Crowsnest.

"I got to know Bobby's mother very well. She was so kind to all of us. We all knew how hard it was for her to go through this ordeal again.

"She died last year, eight years to the day that storm took her son."

Wind break

During the location shooting schedule, a much smaller hurricane struck the waters off Gloucester.

Mary Elizabeth Mastrantonio, who plays the captain of a sister fishing boat of the Andrea Gail, got summoned back to Gloucester to reshoot a key scene that occurs during the massive storm.

"If we had used the footage, we originally shot, they'd have had to create the storm footage in computers.

"By sending us out in a mini-storm, it saved the production almost $1-million US in special effects," says Mastrantonio.

"The sea was undulating something incredible. I had special anti-sickness patches behind my ears and bands on my arms.

"I stared at the horizon and just kept saying my lines over and over hoping they'd get the footage they needed."

Mastrantonio says she felt sorry for the camera crew.

"Those guys were strapped to the outside of the boat suffering the full force of the winds and spray.

"I was indoors away from the elements."

Surf alert

John C. Reilly, who plays the second mate on the Andrea Gail, recalls feeling like a rag doll the day they filmed a scene in which a huge wave sweeps over the deck of the ship.

"When we rehearsed the scene, each of the actors positioned himself near a pole or something you could hang onto or brace yourself against," recalls Reilly.

"It seemed so easy until they unleased the wave tank on us. We were totally helpless, floundering like fish on the deck."

Reilly has dedicated his performance in The Perfect Storm to his great-great-grandfather.

"He was a young fisherman who was drowned in 1907 on Thanksgiving Day off the Grand Banks not too far from where the Andrea Gail sank." 

GLOUCESTER, Mass. -- George Clooney is finally living his perfect life.

He is being paid $12 million US to make movies of his choice.

He has a close circle of friends who congregate at his Hollywood home every Sunday that he's not on location shooting a film.

And he's still single.

Clooney, 39, was married for three years to actress Talia Balsam. When they divorced in 1980, he vowed never to make another trip to the altar.

For a while it looked as if Clooney would eat his words. He met Celine Balitran, a Parisian model who moved into his heart and home for three years. She left last year when he refused to commit.

"Acting is the priority in my life. I can only have people in my life who understand and respect that," says Clooney.

"I want a body of work that I can be proud of. I'm finally in a position where it's possible for me to achieve that goal.

Clooney was 21 when he arrived in Hollywood eager to be accepted and make his mark. It took 12 years of struggling, disappointment, failure and rejection before he hit paydirt with his role on ER. Almost overnight, he became a star.

"I don't see myself as a star. I'm famous, but there's a difference.

"Mel Gibson is the biggest star I know. He's lucky because he made his reputation with film. I became famous because of TV.

"When Mel goes out in public, his fans are respectful of him. They whisper, smile or nod. To them he's a giant because movie screens are so big. My fans know me from TV. They've watched me in their homes in their underwear. They think I'm their best friend. They think it's their right to accost me in public."

Clooney almost got to star opposite Gibson in The Perfect Storm, a harrowing tale of courage and heroism that opens Friday.

Director Wolfgang Petersen wanted Gibson to play the captain of the Andrea Gail, a sword fishing ship that got caught in the eye of three converging storms.

Clooney was set to play Gibson's friend and fellow fisherman. According to Petersen: "It finally boiled down to money. Mel was asking $25 million US and a 20 percent share in the profits. It proved too expensive."

Petersen asked Clooney to move into the captain's role and Clooney suggested his Three Kings co-star Mark Wahlberg for his newly vacated role.

"Mark and I got along famously on Three Kings. I just knew he'd be perfect for The Perfect Storm."

The collaboration doesn't end here.

Clooney produced the rock film Metal God and hired Wahlberg to play the central character. He also offered Wahlberg a role in his upcoming remake of Ocean's Eleven.

"Mark and I are the new Laurel and Hardy or maybe Tracy and Hepburn," he jokes.

Clooney has yet to ask Wahlberg to join his close-knit circle of the eight buddies who he has hung out with for the past 12 years.

Wahlberg insists he is not slighted. He considers Clooney his mentor.

"By example he taught me that making movies is all about the work. There's not room for ego. I want to emulate his work ethic. Everyone on the set loves George.

"He sets the atmosphere on his movie sets and they're a fun place to be. George and I see so much of each other on the movies we're making together that we don't need to hang out together on our off times."

Clooney loves to joke and is a master of witty repartee, but when he talks about The Perfect Storm, he gets deadly serious.

"This is a true story that happened in 1991. Of course I wanted to be part of the film but at the same time I was worried that we were making it too quickly after the event.

"It became our responsibility not to make the men on the Andrea Gail out to be idiots or villains. They were just ordinary men doing their job who make some serious errors in judgment." 

Since the 1998 book ''The Perfect Storm'' chronicled the deaths of six fishermen who also shared a fondness for the bar, Mondello and his fellow regulars have been crowded with curious tourists who've come to the Main Street watering hole. And the proud city is bracing for even more visitors with the upcoming release of the film.

Still, the Crow's Nest has refused to make concessions to the spotlight, other than the $8.95 lobster roll added recently to the menu.

The dimly lit room still smells strongly of stale cigarette smoke, and the dark walls are covered with pictures of locals, not movie stars.

Most important, Mondello says with a smile crossing his sunburned face, ''The beer's still the same price.''

The hype accompanying the June 30 release of the movie makes some here nervous. But Mondello says he's confident this old, seafaring city, like the Crow's Nest, will emerge relatively unscathed.

''It's a working city,'' Mondello said. ''It's got a working history. I don't know how much more you can make out of Gloucester.''

Gloucester residents don't seem to be reveling in the latest wave of publicity over ''The Perfect Storm'' as much as preparing to weather it.

The tragedy that inspired the book is still painfully fresh in the minds of many residents, and businesses have tried not to appear to be exploiting it.

And though the glamour of having stars such as George Clooney in the city for filming made for heady days, locals say Gloucester is too firmly rooted in its blue-collar past to start reinventing itself as a highbrow tourist mecca in the fashion of neighboring Rockport.

''The community is pretty sure of itself, and it's not too intimidated by the outside world,'' said Mike Costello, head of the local Chamber of Commerce. ''It seems to me that's been Gloucester since the beginning. It isn't the glitz. It isn't the glamour. It's not Hollywood.''

Gloucester was settled in the 1620s, and its traditions remain at the city's core despite hard times in the local fishing industry. The waterfront is a working one, and the harbor is still active with rusty fishing trawlers regularly trudging in after a day at sea.

Stories similar to the sinking of the Andrea Gail, the swordfishing boat that was lost during the so-called Perfect Storm, are too familiar to residents. About 10,000 Gloucester fishermen have been lost at sea, including several after the Andrea Gail went down in 1991.

Angela Sanfilippo, president of the Gloucester Fishermen's Wives Association, said though the Andrea Gail's story is no more tragic than any other, author Sebastian Junger's book did Gloucester's fishermen a service by reminding the world how dangerous the livelihood is.

The spirit of adventure conveyed in the book helped propel it to best seller lists. Ever since, the curious have wandered into Gloucester looking for a piece of the action.

During filming last year, people flocked to the so-called Harbor Loop, where a facade of the Crow's Nest was constructed for the movie and stars Clooney and Mark Wahlberg mixed with the locals.

Costello noted that city residents had nothing to do with creating ''The Perfect Storm.'' But once it came together, businesses could either ignore it or incorporate it, he said. Many chose to use it.

Local gift shops have movie-related displays, tours highlight scenes from the book and movie, and the chamber includes the movie in its brochure.

''You don't want to trivialize it,'' Costello said. ''You don't want to be seen as taking advantage of it.''

But some residents feel that's just what's happening.

''I do have mixed feelings about some people making money off a tragedy,'' said fisherman Susan Booth. ''But like I say, it's going to happen.''

Mary Anne Shatford, sister of Andrea Gail crewman Bobby Shatford, said she doesn't think her brother's death has been exploited. In fact, she sees ''The Perfect Storm'' book and movie as overwhelmingly positive.

''I think it's put Gloucester on the map,'' she said. ''Maybe it's even helped the fishing industry. It's been very good for the city.''

Even as the hype builds toward a $150 per ticket premiere in nearby Danvers, signs that Gloucester is moving on are easy to find.

One week before the premiere, all traces of the movie set are gone, save for the plywood laid down on the Harbor Loop pier to accommodate a massive June news conference. Red, green and white decorations on display for the annual St. Peter's Fiesta, celebrating the patron saint of fishermen, were far more noticeable than tributes to ''The Perfect Storm.''

The fishing community needs to put the Andrea Gail tragedy behind it so its residents can continue to do their dangerous job, according to Gaetano Brancaleone, a retired Gloucester fisherman.

''We're trying to forget,'' he said. ''We don't try to forget in the heart, but in the mind we do, because we're trying to make a living.''

Mondello figures the hubbub over ''The Perfect Storm'' will die about a year after the movie's release.

Even if the hype lives on for years, Sanfilippo believes the city's soul will remain as it's always been.

''Gloucester is unchangeable,'' she said.