Weird thing about David O. Russell's Three Kings is it's one of the few movies I liked better the more I thought about it. I walked out of the theater thinking "great visceral experience, nice technical achievement" but I didn't think that there was that much to the film. I pegged it as sort of the standard anti-war war film -- the sort of movie that tells us that war is so much nihilistic chaos, that wars are fought to protect the interests of rich people, that bullets cause terrible damage to human beings, the enemy has a human face and that the best soldiers are the ones most susceptible to brainwashing.

Yadda yadda yadda.

Those things are certainly true, but they aren't the whole truth. Operation Desert Storm might have been a superfluous war (I don't think so but let's grant the movie its premise), but it wasn't Vietnam. And Vietnam wasn't the Korean Conflict, which wasn't World War II. The knee-jerk reaction to Three Kings might be that it's a knee-jerk reaction to Saving Private Ryan. If Spielberg wants to celebrate the heroism of ordinary, decent men caught up in extraordinary circumstances, then Russell can supply the smart-mouthed indie response -- here's how crass and self-serving ordinary, decent people can be. Three Kings can be read as A Simple Plan (or The Treasure of the Sierra Madre or Reservoir Dogs) meets On the Road to Morocco.

Furthermore, we ought to be suspicious of movies that pretend to show us how horrible war is while making it seem like great fun.

Cinematographer Newton Thomas Sigel (The Usual Suspects, Fallen) gives the film a grainy, overexposed look that evokes the desert heat and the escalating tensions between the different groups involved. A hand-held camera was often employed during combat, which gives the film the same kind of jarring, disjointed intensity Spielberg achieved in Saving Private Ryan. There are also stylistic echoes of Oliver Stone and Spike Lee -- as well as an unmistakable thematic similarity to Francis Ford Coppola's Apocalypse Now.

While I enjoyed Three Kings, I had certain reservations about it -- it was a big messy derivative movie with all kinds of neat cinematography tricks but I wasn't sure it was any more than that.

But unlike most movies that evaporate almost as soon as you've seen them (and there's nothing wrong with movies that offer no more than refreshment) something about Three Kings stayed with me. I kept mulling the characters over in my mind, kept remembering nuances of performance, little bits of business and the attitude of the camera. A week or so after I saw the movie, I confess I felt impressed by it -- or at least by its details.

It is a paradox -- yet another big-budget ($50 million) mainstream film with an alleged independent spin. Russell, a hot young talent with just two feature films under his belt (1994's sparkling Spanking the Monkey and the updated screwball comedy Flirting With Disaster), has delivered a quirky, surreal film that is less an examination of war than of war movies. It travels freely across genre borders -- despite a patchy script that dispenses with the underlying politics of the Persian Gulf War with a (mercifully) brief speech by George Clooney and begs more questions than it answers, Three Kings (why isn't it Four Kings?) is by turns a crime caper story, a buddy film and a hip black comedy.

Once you decide not to hold the movie's lack of a coherent story against it, you can begin to enjoy three genuinely wonderful performances by Ice Cube, Mark Wahlberg and Spike Jonze (a director making his acting debut) and a crafty one by Clooney, who may be the last real movie star left in Hollywood.

Set the day after the cease-fire agreement that ended the shooting in the crusade against Saddam Hussein in 1991, the movie concerns four American soldiers: Special Forces Maj. Archie Gates (Clooney) and a trio of National Guardsmen (Cube, Walhberg and Jonze). They find a map secreted on the body of an Iraqi prisoner, immediately deduce that the map shows the location of Kuwaiti gold bullion confiscated by Saddam and set off together to steal the booty for themselves.

The mission involves dumping a cable news reporter Gates has been assigned to escort. She's a Christiane Amanpour clone named Adriana Cruz (Nora Dunn).

The rough-and-ready Americans believe that they'll be able to relieve the defeated Iraqis of the gold without much trouble -- in the aftermath of the war Saddam has more important things to worry about than whether Kuwaiti property gets returned.

Complications naturally ensue as the American privateers become involved in the plight of the Iraqi rebels who have risen up at President Bush's behest, only to find themselves abandoned by the American army.

Russell, who wrote the screenplay, is much better at bouncing believable characters off one another than imagining a coherent adventure tale, and the real strength of the movie is how natural and sympathetic these would-be privateers become.

Wahlberg has a genuinely marvelous scene where he manages to make us believe his character is actually empathizing with his torturer. Cube is a fine, intelligent actor who is given the difficult ordinary-guy role. Jonze has the flashiest role as an ignorant Texas redneck who wishes people wouldn't keep alluding to his lack of a high school education. Dunn's cable journalist is more than the easy parody of Amanpour it could have been; she isn't a silly airhead but a driven professional obsessive.

While Three Kings is violent, at least the violence is not sanitized. In one of the movie's memorable scenes, we see what happens inside the body cavity when a bullet tears through -- a sludge of green bile floods in to fill the ragged void. It's disturbing, as movie violence ought to be.

Three Kings mightn't be the best thought-out or most reassuring movie of the year, but the more I think about it, the more I'm sure that it is one of the best. [email protected].

After telling the story of a teacher who ignited his students' passion for music in "Mr. Holland's Opus," director Stephen Herek may next tackle musical inspiration of a much louder kind.

The entertainment trade publication "Variety" reports that Herek has agreed to direct "Metal God," a film based on the story of Ripper Owens, the singer who was plucked from a Judas Priest cover band and chosen to replace original Priest frontman Rob Halford in the real deal.

"Variety" reports that Hollywood's fictionalized take on the heavy metal Cinderella story is being developed by George Clooney's Maysville Productions. The movie will reportedly start pre-production early next year (see "Mark Wahlberg Weighing 'Metal' Role For Next Film").

Herek's directing credits also include 1992's "The Mighty Ducks," 1993's adaptation of "The Three Musketeers,"   and the 1998 Eddie Murphy flick "Holy Man."
 -- Robert Mancini 

HOLLYWOOD (Variety) - Director Stephen Herek (``Mr. Holland's Opus'') has committed to direct ``Metal God,'' loosely based on the true story of an office supplies salesman who fronted a Judas Priest tribute band before graduating to Judas Priest proper.

Former rapper Mark Wahlberg, currently in theaters with George Clooney and Ice Cube in ``Three Kings,'' is in advanced negotiations to take the starring role. The actor is currently in production on Warner Bros.' ''The Perfect Storm,'' in which he also co-stars with Clooney.

Clooney's Maysville Prods. is developing ``Metal God'' at Warner Bros. ``Metal God'' will begin pre-production early next year.

 LOS ANGELES - This Halloween, many of Hollywood's wannabe jocks will be wearing the same costume: basketball uniforms.

They won't be trick-or-treating, but playing in a new league sponsored by the National Basketball Association called the NBA Entertainment League. Beginning Oct. 31, 10 teams of 12 players - stocked with top celebrities - will compete in a three-month season in the Los Angeles area.

Among the stars on the hardwood: Woody Harrelson, Ray Liotta, Dylan McDermott, Coolio, Lou Diamond Phillips, Jaleel White, David Duchovny, Mark Wahlberg and Damon Wayans.

"The league is an extension of the great relationship we have with the Hollywood community," NBA spokesman Mike Bass says. "We often help out with productions on television or film to give basketball scenes authenticity."

There are no tryouts for the Hollywood bigwigs, but Bass insists that "the quality of play will be at a decent level." (Some industry execs who have played with stars involved say there are participants who lack basic skills.)

Fans hoping to snag a peek at their favorite shooting stars can forget it for now. The regular season will be closed to the public, but the playoffs and the finals might be open.

Still, fanatics will be able to keep tabs on the actors, as the league will keep comprehensive statistics.

Organizers say they had no problem assembling teams, which are primarily composed of men but include some women (no big female names yet).

Actors who joined early got their friends together to form teams. For example, Bill Bellamy's squad includes pals Chris Tucker, Lorenz Tate and Jamie Foxx, according to The Hollywood Reporter.

Although it's unclear how it will recoup the cost of the entertainment league, the NBA may set up another one in New York if the L.A. season is deemed successful. Spike Lee, get ready to lace up your basketball shoes.

Apparently nursing the dream that they could have been basketball contenders, several big-name actors will be playing in a new b-ball league, reports USA Today.

The LA-only celeb squad, to be called the NBA Entertainment League, will be made up of 10 teams of 12 players each. Already signed up: White Men Can't Jump star Woody Harrelson, Ray Liotta, The Practice's Dylan McDermott, rapper Coolio, Lou Diamond Phillips, Jaleel "Urkel" White, David Duchovny, Mark Wahlberg, and Damon Wayans.

Some actors have already chosen teammates: The Hollywood Reporter notes that Jamie Foxx and Bill Bellamy, who portray football players in the upcoming film Any Given Sunday, will team with pals Chris Tucker (Rush Hour) and Lorenz Tate (Love Jones). Organizers say some women will participate, but no female celebs have been announced yet.

Regardless of the team rosters, forget about getting a ticket to root for your favorite celebrity. The regular season, which starts Oct. 31 and runs three months, will be closed to the public, although fans might be able to view the finals. No word on whether the Entertainment League's games will be broadcast. We assume that official jerseys are in order, which rules out the more amateurish shirts-vs.-skins team apparel.

The new NBA league will, however, be keeping stats on its star dribblers. We can only hope there'll be trading cards, posters, and the usual sports paraphernalia sports fans love to collect.

The celebs won't have to tryout for the teams, but there will be playoffs to thin the star-studded ranks.

"The league is an extension of the great relationship we have with the Hollywood community," NBA spokesman Mike Bass tells USA Today. "We often help out with productions on television or film to give basketball scenes authenticity."

If the LA league catches on, the NBA is eyeing setting up an East Coast version in New York.

Basketball stars have a long history of trying to make it in Hollywood--think Shaquille O'Neal and Dennis Rodman. But now, the National Basketball Association is filling its roster with a gym-full of Tinseltown heavyweights.

Beginning October 31 in Los Angeles, 10 celebrity-packed teams will begin a three-month season in the new NBA Entertainment League.

White Men Can't Jump star Woody Harrelson, X-Files guy David Duchovny and former underwear poser Mark Wahlberg are among the league's scheduled headliners.

Other players include: Ray Liotta, Dylan McDermott (The Practice), rapper Coolio, Lou Diamond Philips (La Bamba), and Damon Wayans.

Also on the roster of 120 stars who will be hitting the hardwood: Jaleel "Urkel" White.

"It's funny, because all of our players want to be movie stars, and movie stars all want to be basketball players," Greg Winik, the NBA's senior vice president of programming, tells the Hollywood Reporter.

The league is open to women, but male basketball hopefuls make up most of the rosters. No word yet on which, if any, female celeb types have signed up.

"The league is an extension of the great relationship we have with the Hollywood community," NBA spokesman Mike Bass says in USA Today. "We often help out with productions on television or film to give basketball scenes authenticity."

If Internet chat rooms are any indication, fans are pumped and already offering to form cheerleading squads. Looks like they'll be disappointed, though. The regular season games will be closed to the public. And no TV coverage's planned, either. (The better to let Marky Mark blow that layup in private, you know.)

On the upside, the league will keep comprehensive stats on each player, and opening the playoffs and finals to the public is under consideration.

The celebrity ballers will play for nine Sundays at a Burbank, California, high school, followed by a two-week round of playoffs at the Great Western Forum, onetime home of the Los Angeles Lakers. Finals will take place at the beginning of January in the brand, spanking-new Staples Center, with league commissioner David Stern on hand to present the championship trophy, the Reporter says.

According to NBA execs, if the season is successful, they'll consider another Los Angeles run, as well as launching a league for Big Apple stars.

Your time is coming, Spike. 

HOLLYWOOD (Variety) - Still smarting from the Senate's 51-48 vote Wednesday defeating the Comprehensive Test Ban Treaty on nuclear arms, President Clinton decided to relax Thursday and order some Hollywood takeout.

''Three Kings'' director David O. Russell flew into D.C. Thursday afternoon with the film's producers for a private screening at the White House.

''Clinton thought the movie was brilliant,'' said one attendee. ''He had seen a 'making of' (documentary) on HBO on latenight TV and wanted to see the movie.''

The guests, who included cast members Nora Dunn and Spike Jonze, Jonze's new wife Sofia Coppola, and Russell's wife Janet Grillo, were first treated to finger food before the 7:30 p.m. unspooling in the White House screening room.

Stars George Clooney and Mark Wahlberg were on the Burbank set of WB's ''The Perfect Storm'' and could not attend, nor could Ice Cube.

With First Lady Hillary Clinton in New York campaigning for outgoing Democratic Sen. Daniel Patrick Moynihan's seat, the president was joined by a group of about 40 aides, cultural attaches and special invitees.

After the screening, Clinton held forth in the slightly elevated, heavy-draped room on the larger foreign policy implications of the film, a lively debate fueled in part by the Commander-in-Chief's anger at continued nuke testing.

''He saw the film as a result of everything that had happened since WWI and WWII,'' a guest said. ''He said we were partly responsible for the dynamics in Syria and Lebanon. ... He applauded (the filmmakers) for making such a movie, and also told that to the few detractors in the room. He said the Gulf War was something (the entire coalition) wanted to get over with very fast, and that we absolutely did not help the Iraqi people after we freed Kuwait. He was very articulate about it.''

Clinton is also said to have spoken on the global impact of the Test Ban Treaty defeat, excoriating the Republican-led charge to continue allowing underground nuclear testing.

The filmmakers had gone to the Beltway a week ago to screen ''Kings'' for a select group of congressmen, which is said to have partly prompted Clinton's interest in a private showing.

The only drawback about this evening for the Hollywood crowd? ''Someone needs to donate a new sound system,'' concluded one guest.

Reuters/Variety 

The R rated thriller held up far better than expected in its third weekend, hanging on to first place with a still sexy ESTIMATED $13.55 million (-20%) at 2,993 theatres (+109 theatres; $4,527 per theatre). Its cume is approximately $65.9 million, heading for $100 million in domestic theatres.

Directed by Bruce Beresford and produced by Leonard Goldberg, it stars Tommy Lee Jones and Ashley Judd.

"We're doing great," Paramount distribution president Wayne Lewellen said Sunday morning. "It's off 20%. That's incredible when you consider the picture's taken on Kevin Costner and Harrison Ford."

Asked where it's likely to wind up, Lewellen replied, "I think it goes to $100 million with this playability. I really do. I've done projections. I had it going to almost $100 million with a 35% or 36% drop this weekend. Obviously, we're doing substantially better that that.

"We're skewing older female (25 and older), but they're obviously bringing the men with them. I think the fact that she (Ashley Judd's character) is sort of the average, normal housewife and then converts in the film to a (take-action heroine is a big factor in the film's appeal to women)."

Columbia's opening of its R rated romantic thriller "Random Hearts," which insiders had expected to lead the Weekend 41 box office, placed second with an okay but nonetheless disheartening ESTIMATED $13.10 million at 2,697 theatres ($4,857 per theatre).

Directed by Sydney Pollack, it stars Harrison Ford and Kristin Scott Thomas.

"It's a good adult (film) opening, but it points out something I think most people have felt for a while -- that the idea that the fall is some kind of safe haven to release ambitious adult films is probably overrated," Sony Pictures Releasing president Jeff Blake said Sunday morning.

"This is a tough group to get right away any time of the year. Last fall, what were the biggest hits? 'Rush Hour' and 'Waterboy' (both targeted to young adults and teens). Adults in first week appointment viewing remain difficult (to attract at) any time of the year. I would say $13.1 million is a good start. It has a lot to offer so, hopefully, it will hold in."

Warner Bros.' R rated Gulf War action adventure "Three Kings" finished third in its second weekend with a still muscular ESTIMATED $11.69 million (-26%) at 2,942 theatres (theatre count unchanged; $3,972 per theatre). Its cume is approximately $32.4 million, on its way to a domestic theatrical gross of about $60 million.

Directed by David O. Russell, it stars George Clooney, Mark Wahlberg and Ice Cube.

"We had a good weekend. I'm pleased with it," Warner Bros. Distribution president Dan Fellman said Sunday morning.

"It seemed to hold up. Even in the smaller markets where we didn't open well, we held well. I was pleased with that. Our audience is probably right now about 55% male and 45% female. It's mostly over-25. It started to get a little younger this weekend, which is what we're looking for. We have good word of mouth and we'll see how the legs hold on. We're heading into the $60 millions for sure."

DreamWorks' critically acclaimed R rated drama "American Beauty" continued to widen in its fourth weekend, sliding one peg to fourth place with a still impressive ESTIMATED $9.20 million (+13%) at 1,226 theatres (+520 theatres; $7,504 per theatre). Its cume is approximately $30.8 million.

"Beauty's" per theatre average was the highest for any film playing in wide release last weekend.

Directed by Sam Mendes, it stars Kevin Spacey, Annette Bening, Thora Birch, Wes Bentley, Mena Suvari, Peter Gallagher, Allison Janney and Chris Cooper.

"We're in most markets now," Dream Works distribution head Jim Tharp said Sunday morning. "We're not as wide as you would be if you were on a 2,000 plus run break. But, obviously, with the average of $7,500, we're still pleased with the grosses. We're probably only going to add a few runs this week. We want to maintain the strength in each of the markets that we currently have."

Now that "Beauty" is playing wider, what are its demographics? "It's actually skewing a little younger than when we first started," Tharp replied. "It's about 50-50 over-30 and under-30. When we first started, it was more like 60-40 (favoring) the over-30 category. Females are still a little over 50%."

Paramount's opening of its PG-13 youth appeal comedy "Superstar" was fifth with a super ESTIMATED $9.00 million at 1,943 theatres ($4,632 per theatre).

Directed by Bruce McCulloch, it stars Molly Shannon and Will Ferrell.

"It's pretty much what we expected," Paramount distribution president Wayne Lewellen said Sunday morning. "'A Night at the Roxbury' did $9.6 million (when it opened last Oct. 2-4) with a little broader audience (of) young males and with the music."

The core audience for "Superstar," Lewellen added, "is younger females."

Buena Vista/Hollywood and Spyglass Entertainment's PG-13 rated thriller "The Sixth Sense" held on to sixth place in its 10th weekend, still showing terrific legs with an ESTIMATED $6.10 million (-12%) at 2,784 theatres (-37 theatres; $2,211 per theatre). Its cume is approximately $242.7 million, heading for $260 million in domestic theatres.

Written and directed by M. Night Shyamalan, it stars Bruce Willis.

Key films -- those doing at least $500,000 for the weekend -- grossed approximately $81.29 million, up approximately 20.21% from Weekend 41 last year when key films took in $67.62 million. 

Independent filmmaker David O. Russell seemed to have disappeared after making the art-house hits ''Spanking the Monkey'' (1994), a dark comedy about a college boy's taboo interlude with his mother, and ''Flirting with Disaster'' (1996), a farce in which new father Ben Stiller sets off in search of his birth parents.

After those intimate dissections of family trauma, Russell has resurfaced with a large-canvas movie about the mother of all contemporary wars. Russell challenges assumptions about the Persian Gulf War and its legacy with ''Three Kings,'' an unconventional riff on action-movie conventions.

The movie stars George Clooney, Mark Wahlberg, Ice Cube, and Spike Jonze as American soldiers who follow a confiscated map's directions to a stash of pilfered Kuwaiti gold bullion in an Iraqi bunker. In the confusion of the war's end, in March 1991, the gang makes a beeline for the loot. They wind up getting an unexpected education about how the Iraqi people got shafted by a war that was fought to defend Kuwaiti oil interests.

 ''To me, the end of the war was more interesting than the war itself,'' says Russell. ''It was this weird limbo. For the American soldiers it was like, `What exactly is happening? It's peace, but Saddam is still here, and he's crushing this democracy movement that's, like, 100 yards away from us. But we're partying like corn-fed American frat boys.'

 ''I thought, this is such amazing drama and comedy. Partying right next to an insurrection.''

 The jumping-off point for ''Three Kings'' was a script owned by Warner Bros., which had invited Russell to make a movie after ''Flirting with Disaster.'' Russell retained its premise and wrote the screenplay over an 18-month period.

While immersed in research, Russell considered sneaking into Iraq to take pictures. ''I met this Kuwaiti businessman on Martha's Vineyard who was going to take me there, through Kuwait. But right about that time, our weapons inspectors were kicked out and we were threatening to bomb them. I decided maybe it's not a good time to go.''

Russell's trip to Boston to talk about ''Three Kings'' is a sort of homecoming. The New York native and Amherst College graduate began his film career here in the 1980s. The pursuit grew out of years of political activity in Maine and Boston, working on housing issues and teaching literacy. To document the story of a Central American immigrant, Russell borrowed film equipment from Bunker Hill Community College. He then moved to Washington, D.C., to work on the PBS show
 ''Smithsonian World.''

Another '80s experience directly fueled ''Three Kings.'' Russell joined an education project in Nicaragua ''because they had a revolution there, and I was excited by that. This was around the time that the contra war was starting up.

''Everybody had guns. You'd be drinking a beer with somebody and hear guns go off. It would be because a guy ran a stop sign. Everything was out of balance in the political chaos. Then you'd go back to drinking beer and watching a baseball game.

 ''That environment was in me until I made this movie. I really wanted to use it.''

 Stimulating research

 Russell's creative juices, as well as his political instincts, were stimulated by his research. Photos in a Los Angeles Times book chronicling the Gulf War showed Iraq's ''big, white, flat landscape that puts everything in odd, existential relief, like in an Antonioni movie.'' He saw the surreal potential in placing ''these healthy Americans with their neon-colored footballs and a Bart Simpson doll on the grill of a Humvee together with this life-or-death situation that was going on for democracy.''

 Russell's cinematic inspirations for ''Three Kings'' were Robert Altman's ''M*A*S*H'' and Russian director Mikhail Kalatozov's 1964 experimental documentary ''I Am Cuba.'' The latter ''was a real film education for me, in terms of using the camera in a journalistic, kinetic way.''

 Through stylized cinematography in which different movements of the story are depicted in alternately acidic and silky hues, Russell intended ''to pull you down the rabbit hole, to destabilize your sense of comfort.''

 Nevertheless, Russell insisted on realism when it came to Iraqi language, customs, and religious practices. Among the advisers to the production were Muslim leaders and an Iraqi filmmaker who now lives in Detroit.

 The contingent of American military consultants was led by the late Sergeant Major Jim Parker, some of whose experiences were channeled into George Clooney's character of Special Forces captain Archie Gates. ''Parker came from an area in Ohio very close to where George is from in Kentucky. They hit it off. That's what's cool about George. He can play a glamorous, romantic lead, but he has that down-home, regular-guy Kentucky thing in him. Which I didn't think had yet been played at its most intense and its most vulnerable.''

 Actually, rapper-actor-director Ice Cube was the first actor sought by Russell. He plays Staff Sergeant Chief Elgin, devout Christian and man of few words. ''Cube has that quiet intensity and strength in his presence,'' says Russell. ''That's exactly what the character is all about.''

 Respect for Wahlberg

 For the role of young blood Sergeant Troy Barlow, a married reservist with a newborn daughter, Russell cast Mark Wahlberg. ''I respect Mark enormously. His ambitions are on a par with De Niro's, which may make some people laugh, but I don't think they'll laugh for long.''

 Musing about the particulars of directing the Dorchester rapper turned movie star, Russell says, ''Mark has to trust you. I hung out with him and his friends from Boston. His friend Donkey showed up on our set, right out of jail, asked if he could take the VCR out of Mark's trailer. Mark's like, `No, you cannot take the VCR from my trailer.' They're good guys, they're sweethearts, and he gives them jobs.''

 Russell wrote the role of Private Conrad Vig, Troy's redneck acolyte, for his friend Spike Jonze, the inventive music-video director whose feature ''Being John Malkovich'' will soon enter our cosmos. He also welcomed aboard the French-Moroccan actor Said Taghmaoui (''Hate''). The actor plays a slang-spouting Iraqi interrogator who tortures Troy but who, because his son has been killed and his wife wounded due to American bombing, elicits Troy's empathy.

 Taghmaoui brought continental street credibility to the set. ''I asked him what part of Paris he was from. He said, `David, I am from the Compton of Paris.' I said, `Wow, did you tell Cube that?' He said, `I don't have to tell him. He knows from my face. Just like I know from your face that you are bourgeois.''' Russell, straight out of Larchmont, grins.

 He tightens, however, when asked about a fight on set between him and Clooney, an incident recounted (by a crew member) in the cover story on Clooney in Esquire. But Russell fields the question unhesitatingly: ''We had a charged argument during the filming of the climax. And it was great, because after that eruption, there was tremendous energy in the scene.''

 For the risk-taking indie director, the tumble into the Hollywood rabbit hole has been an invigorating, rather than a mind-blowing, experience.

 ''I'm feeling more confident as a filmmaker,'' Russell affirms. ''I think I'm just getting to the good stuff.''

By Craigh Barboza

Our script begins in Hollywood. The land of dreams? Or is it the factory where dreams are pitched, packaged, produced,   promoted and finally projected? This is a company town. A place where people suspend disbelief for a living. Luxury imports fill the parking lot. Cell phones ring off the hip. Blond Baywatch babes bounce around in packs. The whole scene resembles one big studio back lot.

Act I. Enter Mark Wahlberg, 28, Boston native and hot young star of the new movie Three Kings. In many ways, he is a    rarity in Hollywood -- someone more concerned with posterity than big box office. He seems at the crux of an unpredictable  career that is once again headed upward.

Cut to a sidewalk table of a fashionable restaurant at the foot of the Hollywood Hills. Wahlberg sips merlot. The wardrobe is casual: shorts, sneakers. He's tan and handsome, with a short scruffy beard, cash-green eyes and a playful sense of humor. "Doin' this new movie, I gotta get that Bahston accent back, so I'm tahkin' like this, and it [expletive] socks, y'know?" He    laughs. "It took me too long to shake it."

Even with the accent, Wahlberg sounds different. For one thing, he's not so quick to pull up his sleeve and show off the battle scars. "That was my biggest problem when I started acting," he says. "Trying to show everybody how hard I was." He's       talkative, disarming, polite. Three extras approach. One tells our star he's going to "love this film" he's developing and slides him a script. "That's L.A.," cracks Wahlberg, apologizing. "People tell me we're doing a movie together, something I never even heard of before." He smiles. "I just 'yes' 'em to death: 'Ohhh, I love the script.' "

Wahlberg wasn't always in such demand. His breakthrough role was the hot-tempered, drug-addled dropout opposite Leonardo DiCaprio in 1995's The Basketball Diaries. Then came Fear and an MTV Movie Award nomination, then Boogie Nights, in which he delivered an Oscar-caliber turn as insolent porn star Dirk Diggler. Overnight, Wahlberg became Hollywood's face of tomorrow. His career took off.

Roll picture. Three Kings is a wild collision of action, humor and drama, starring George Clooney, Ice Cube and Wahlberg as American soldiers determined to jack millions in Kuwaiti gold during the Gulf War. Wahlberg turns in another deep-felt      performance, this time as a homesick family man tortured by Iraqis. It's the type of film that isn't afraid to criticize foreign      policy or ponder a question that has perplexed millions: "What is wrong with Michael Jackson?"

Act II. Begin flashback: The youngest of nine, Wahlberg is raised on the streets of Boston's Dorchester neighborhood. It is
straight ghetto, the kind of place where, on payday, teenagers wait outside pubs to knuckle down grown men. By 16, he's hustling drugs, stealing cars, anything for street credibility. Then in 1988, the same year Matt Damon enters Harvard, Wahlberg is convicted of assault. He serves 45 days of a two-year sentence. "After getting out of jail, I saw the guys I thought I looked up to and knew it wasn't for me anymore," he says. "I wanted to do right."

Cue music. With the help of his brother Donnie, who'd hit it big with the teenybopper band New Kids on the Block, Wahlberg records a hip-hop album. His raps are mostly feel-good stuff -- just the type of music needed in the early '90s to bring hip-hop into the mainstream. Marky Mark and the Funky Bunch's debut album goes platinum.

Fame from rap leads to a lucrative modeling career, which makes him better known for his rippling physique than for his body of work. He signs a contract with Calvin Klein. A gigantic billboard looms over Times Square: Wahlberg in his underwear. Suddenly he's living like a rock star, blowing his entire Calvin Klein check ($100,000) on a Mercedes, renting jets, getting into public brawls. "I finally woke up and realized I was heading down the wrong path," he now says of the whole experience. "There were exciting moments. I found out my record was No. 1. It happened fast, but it ended fast, too."

Act III opens as a Boeing 747 touches down at LAX. The year 1993 flashes across the screen. From the start, Wahlberg decides against capitalizing on his image as a hip-hop pinup. He's interested in building a formidable acting career; that means dropping the energetic exhibitionist shtick Marky Mark personified. This doesn't prove easy. The offers: white rapper in Sister Act 2, thug in Rollerblading picture. "People were coming at me for all the wrong reasons," he says. "I didn't want movie audiences thinking they were going to see Marky Mark. I wanted to start over."

All his hard work is being rewarded. After a relatively slow start, he's now made four films in a row. "I didn't think I'd be in the position I'm in just yet," he says, dumbfounded. "I have the opportunity to do anything out there. I've been able to show what I can do as an actor, and the filmmakers I want to work with are taking notice."

One reason for his success is his range. He evokes several emotions at once: strength, sensitivity, naiveté, anger. You believe him as a Southern con man, his role in Traveller, or as a soft-spoken assassin in The Big Hit. "Mark is every bit as serious as Robert De Niro in his acting ambitions," says Three Kings director David Russell. "He's willing to do anything. He brings an odd combination of street toughness and vulnerability, which I think is his particular gift."

Right now, he's filming The Perfect Storm along the coast of Massachusetts. Based on the best seller, it deals with true accounts of courageous rescue operations at sea. The movie is expected to be one of next summer's blockbusters. It's also liable to catapult Wahlberg into the upper echelons of Hollywood stardom, a prospect he's not altogether comfortable with.

"I don't want the pressures of being a movie star," he says. "If I can continue to grow and play interesting, challenging roles, that's enough." The important thing is "to take that next step, to go a little bit further." Moving on to bigger but not necessarily better pastures, he says, isn't always a good idea. Too many talented actors have been seduced and subsumed by the Hollywood payday. It takes discipline, willpower -- strong willpower. "I've been tempted," Wahlberg admits with a boyish grin. "The money, yknowhaImean? They start waving lots of money and I'm thinking, 'Hey, this can all end tomorrow. They might tell me it was all a big lie, and I gotta go home.' "

Not likely. Hey, this is Hollywood. It's going to be a happy ending.

Craigh Barboza was "bohn" in New Bedford, Mass. He now lives in Brooklyn. 

"Are we shooting?" calls a boyish American soldier (Mark Wahlberg) to distant buddies at the start of Three Kings. He stands in a flat, whitish Iraqi desert dotted with mounds. On top of one, far away, an Iraqi waves a rifle and some kind of cloth. Is he taunting the American? Appealing to him? Is he surrendering or on the verge of opening fire? Hard to tell: The light is too glaring; the man's frantic gestures too alien. A title has informed us that it's 1991, that the cease-fire with Iraq has just become official. "Are we still shooting people or what?" the soldier calls again. In the absence of a clear answer--of a clear anything--he raises his rifle and shoots. The soldiers reach the Iraqi as he's hemorrhaging, a look of wonder in his dying eyes. "You shot yourself a raghead!" whoops one, but the American who fired--identified by an on-screen title as U.S. Army Sgt. Troy Barlow--recoils from his handiwork. The war is over and Barlow has just killed his first man.

That scene is like a mini Beckett farce with a cruel jet of gore for a punch line. Barlow is shooting at people he doesn't know and can barely see for reasons that are never apparent in a place that's as foreign as the surface of the moon. All that's finally real is the blood. From this brilliant overture, it's obvious that the writer-director, David O. Russell, wants to break down your defenses against cinema's violent imagery: He's juxtaposing farce and atrocity in ways that few American
directors have dared. And he's not stinting on the carnage, either. The movie's most talked-about close-up shows the track of a bullet as it enters a body, plowing its way through tissue and into a liver, which releases blackish bile. (Reportedly, Russell had bullets fired into a cadaver.) No wound, the director is saying (screaming, in effect), should ever be taken for granted.

It helps that Russell is fueled by genuine outrage at that most jumbled and arm's length of wars: the one that pretended to be about the "liberation of the people of Kuwait"; the one that ended up (once the oil wells were recaptured) rebounding on Iraqis who'd been convinced by President Bush to take up arms against Saddam Hussein. As the protagonist, Special Forces Capt. Archie Gates (a hard, brooding George Clooney) declares in his first scene, "I don't even know what we did here." Cynical and disgusted, Gates gets wind (so to speak) of a wild discovery: a map lodged in the rear end of an Iraqi prisoner that shows what appear to be bunkers holding loot plundered from Kuwait. Announcing that he has no moral   problem stealing from Saddam what Saddam has stolen from the sheiks, he joins with Barlow, Barlow's buddy Vig (skinny Spike Jonze, director of the upcoming Being John Malkovich), a game but witless redneck, and the resourceful Chief (Ice Cube) in search of the motherlode. Millions of dollars worth of gold bullion, Gates says, can be loaded into their Humvee without firing a shot, and they'll be back at camp before lunch.

At this juncture, Three Kings seems poised to turn into a relatively straightforward genre piece--a perverse "caper" movie with a touch of Gunga Din (1939). But the surreal setting hints at dissonances, disturbing incongruities. The white light scorches every surface--it seems to be eating into people. Details of the natural world are bleached out, but artificial colors--such as the pink and green footballs the soldiers pack with explosives and lob from their speeding vehicle for sport--leap out of the screen like radioactive Christmas baubles. The action comes in jarring spasms. A cow is blown up during an exercise, and the Americans are showered with bloody chunks of beef--a harbinger of the insane slaughter to come. When Gates and company reach the village where the gold is supposed to be stashed, the Iraqi people think they're being liberated and rejoice, pushing their babies on the "United States of Freedom." They can't understand why the Americans aren't chasing away Saddam's soldiers, whose mission, in light of the cease-fire, has shifted from fighting the American-led alliance to ruthlessly suppressing all signs of Iraqi rebellion.

The weirdjuxtapositions in these scenes are the movie's soul. Inside a bunker, a soldier uses a NordicTrack in front of a television just down the corridor from a torture chamber. Piles of cell phones, Cuisinarts, blue jeans, and gold watches sit side by side with weapons of mass destruction. The Iraqi soldiers turn machine guns on a truck that's heading for the village, riddling its driver with bullets. When it skids into a building and overturns it doesn't explode: Its tanks are full of milk for the starving people. Gates and his men have gone beyond the computer simulations and the TV cameras. As Russell has said, they've "fallen down a rabbit hole" into a place where nothing makes sense. It's the same twilight zone that Steven Spielberg attempted to capture in Saving Private Ryan (1998). But Ryan, set in World War II, ultimately lacked Three Kings' sense of moral chaos.

Three Kings lacks something, too, but only because its imagery is so ferociously original that Russell can't quite find a structure worthy of it. All at once, the movie becomes a "conversion" melodrama--the kind in which an amoral, Bogartish protagonist is unable to ignore injustice and so throws in his lot with the oppressed. It's a winning formula, but a formula all the same. Whereas the opening manages to be shocking and ironic at once, the picture's turning point is crudely manipulative. (Don't read this if you want to be surprised--but I do recommend you read this, because it's not a good surprise.) A wife leaves her little daughter and howls for Saddam's men to free her husband; a soldier pulls her away, holds a gun to her head and then, in full view of her spouse and child, blows her brains out; and the little girl throws herself on top of her mother shrieking, "Yuma! Yuma!" while the woman's blood gushes into the sand. This shocking act recalls the climax of Sam Peckinpah's The Wild Bunch (1969), in which a prisoner is executed with similar defiance, and Russell builds to the same wordless exchange among the protagonists: Those manly looks that say, "We're outnumbered and outgunned. We could leave now with our money. But if we do, we'll never be able to live as men again." But the victim in The Wild Bunch was morally compromised: He'd shot people himself for no good reason. And he didn't have a wide-eyed little girl bearing witness to his murder.

No doubt Russell would justify the starkness of the mother's killing by saying you can't make a movie about the obscenity of violence without showing something so obscene that it scalds us. I don't quarrel with his intentions. But after that sequence, a part of me shut down. Where do you go from something like that? To more horrible killings? To more absurdist comedy? The climax--in which Gates and the others decide to escort a horde of noble Iraqis (men, women, children, the elderly) to the border and are predictably converged upon by Saddam's men, unfriendly American troops, and a CNN reporter (Nora Dunn)--isn't bad; it just feels cheap compared to what has preceded it. In Time, Richard Schickel calls the genre structure a pretext for a "surreal essay" on the Gulf War, and he might be right. And it's also true  that a studio such as Warner Bros. would never have spent $50 million on a film that didn't have a conventionally rabble-rousing outline and an upbeat finish. But I think those conventions diminish the movie. If I'm holding Russell to the highest standards imaginable, it's only because his vision is that powerful.

It's also possible that Russell is too sadistic by temperament to make a fully convincing anti-war film. He's out to blast us. He wants to punish the characters--and the audience--for their ignorance. At the time of the Gulf War, a study showed that a majority of heavy CNN viewers (people who watched seven hours a day) who supported the action believed that Kuwait was a democracy, and the soldiers here are portrayed in a similar state of gung-ho naiveté. One of the film's most outlandish (and effective) scenes is the torture of Barlow by an Iraqi officer (Saïd Taghmaoui) who wants to "educate" him. The session begins with a bizarre dialogue about Michael Jackson--an African-American superstar who in the Iraqi officer's view was driven by bigotry to whiten his face and straighten his hair--and winds up with the Iraqi pouring oil down Barlow's throat in a brutal effort to drive home the war's real aim.

We hate and fear the Iraqi, but when he tells Barlow that he lost his 1-year-old son to an American bomb, Russell cuts to a shot of the child in its crib as the ceiling caves in. When he asks how Barlow would feel if his wife and daughter were similarly killed, Russell cuts to a shot of the mother and child as the walls explode around them. The connections among enemy soldiers have rarely been made so palpable--or jocular. An Iraqi officer trying to escape from the smoke-filled bunker with a huge pile of blue jeans isn't so different from the Americans lugging bullion in Louis Vuitton bags. And both sides share a reverence for Infiniti convertibles and Rolexes. Three Kings is not the first anti-war movie in which opposing soldiers have recognized themselves in one another before pulling the trigger, but it might be the first to make the point in a way that has nothing to do with liberal humanism. The movie takes the view of a mordant social scientist who recognizes that consumerism has become the true world religion.

Russell's first two films, Spanking the Monkey (1994) and Flirting With Disaster (1996), were much smaller in scale, but both were products of the same angry sensibility. In the latter, the director used farce not to lighten the drama but to darken it, so that the slapstick debacles seemed to spring from the hero's roiling unconscious. In Three Kings, those debacles spring from the blind desires of nations--from the collective unconscious. A war movie that opens the instant the war has ended, Three Kings is among the most pitiless autopsies ever filmed.

Wahlberg portrays Sergeant Troy Barlow in Three Kings, which stars George Clooney and rapper Ice Cube. CBS News This Morning Mark McEwen reports.

Three Kings is an action-packed drama about three American servicemen who stir up a little postwar trouble.

"The war has been over for a week, and we're taking in a lot of Iraqi prisoners. And we've stripped them down and have run into an officer who did not want to comply," Wahlberg explains.

"So we had to make him strip, and there's a treasure map hanging out of his rear end," Wahlberg adds.

The film ends up resembling a treasure hunt of sorts where the characters are convinced they can find goods stolen from Kuwait.

"We go out there and we find all this stuff with no problem, but we also find out there's other stuff going on that doesn't sit well with us," Wahlberg says.

Three Kings is one of the first films to examine Operation Desert Storm. "It puts a face on the enemy," he says. In one scene, Wahlberg is tortured by an Iraqi soldier, who had been trained by Americans in interrogation and sabotage.

"It really opened my eyes to a lot of things that happened over there," Wahlberg says.

"My character is like most Americans, you know. We think we're the greatest country in the world, and we're doing the right thing. We do have great intentions but we don't always do things right," he says.

"I wasn't as aware about the revolution, and Bush convincing all these refugees to rise up and try to overthrow Saddam. And then turn around and walk away and leave them there to be slaughtered," he adds.

Wahlberg, who says he never expected to be an actor, is working on another movie with George Clooney Perfect Storm.

I was trying to be real and be the kid I was from the streets," says Wahlberg, adding that as a teen rapper, he was offered movie roles he was not interested in pursuing, such as a white rapper or a mean kid on the skateboard.

"Then I met Penny Marshall and Danny DeVito by accident. And they thought I could do it and gave me a shot," he says. "I don't want to do anything else," he adds.

Who's taking bets on the next actor to make a play for the White House? My money's on the artist formerly known as Marky Mark.

In the upcoming issue of Us magazine, Mark Wahlberg expresses his deep regard for the Oval Office's current occupant. "Clinton got his d--- sucked by an intern," he says admiringly. "Bill is thugged out, you know. Bill's O.G. -- original gangster."

Allowing that "the big part" of Clinton's dalliance "is wrong," Wahlberg says he nevertheless looks up to the president's slickness. "You've got to give him his props," he says. "He got away with everything but murder, you know. And it gives me hope. Maybe I have a future in politics."

Qualifications? Well, he's communicative ("I've been bulls---ting my way through life"), hard-working ("When I was selling drugs, I always kept a job"), and pious ("If I'm with my girlfriend and we made love and I have to pray, I feel guilty. The first thing I do is say, 'I'm sorry. I know we're not married and we shouldn't be having sex.'")

Sounds like a shoo-in.

HOLLYWOOD (Variety) - Warner Bros.' political actioner ''Three Kings'' went toe-to-toe with Paramount's thriller ''Double Jeopardy'' at the weekend box office. When the dust cleared, ``Jeopardy'' had the edge, leading the three-day period with a $17.2 million gross compared to the $16.3 million ''Kings'' crowned in its debut.

``Double Jeopardy,'' a cat-and-mouse yarn with female appeal, held well in its second weekend, dipping 23% for an estimated $17.2 million. The Ashley Judd-Tommy Lee Jones starrer came back with a $6,030 per-theater average at 2,884 jury boxes. The 10-day cume is $47.4 million.

The critically lauded ``Three Kings'' grossed in the mid-range of industry tracking with a solid $16.3 million launch. The saga of Desert Storm soldiers who become quasi-Robin Hoods laid siege to a $5,540 average from 2,942 bunkers. ''Kings'' had an OK 29% Friday to Saturday B.O. boost. Strong exit polls indicated that it was playing to an older-than-expected crowd. It should sustain against upcoming competition if the muscular tale can draw young males and attract female viewers.

DreamWorks added 277 theaters for its critical darling ''American Beauty'' and finished third with $8.1 million. The arch tale of contemporary suburban life saw a buoyant 36% boost, maintaining a solid $11,420 average from 709 rose beds. Though its strongest response continues to be urban and upscale, the picture is definitely gaining momentum in smaller centers; about 500
playdates will be added next weekend. Total is $18.3 million.

Columbia's ``Blue Streak'' flagged 36% to finish fourth with $8 million. The Martin Lawrence action comedy cruised to a $2,930 average at 2,734 raceways. It crossed the weekend wire with a $47.7 million haul.

Hollywood Pictures' ``The Sixth Sense'' remained sturdiest among holdovers with a 15% drop in fifth place and a $7.2 million span. The year's surprise blockbuster maintained a $2,550 average at 2,821 encounters. The total is a haunting $234.7 million.

Fox's teen comedy ``Driving Me Crazy'' maneuvered into sixth with a $6.4 million first lap. The romantic hijinx fared well but fell short of a cure for acne with a $3,200 average at 2,222 proms, but the low-budget picture is an easy recouper nonetheless.

Also premiering was Columbia's ``The Adventures of Elmo in Grouchland,'' which grumbled up $3.3 million for slot eight. The furry Sesame Street fugitive emerged from 1,200 trash cans for a fair family average share of $2,730.

Hollywood Pictures' small town hockey opus ``Mystery, Alaska'' placed ninth with a reported $3.1 million. It flexed a flabby $1,850 average at 1,673 rinks.

Weekend business climbed to about $90 million, up 12% from last weekend but off 8% from the comparable 1998 weekend. Box office for the year rose to $5.63 billion, 7.5% ahead of last year's former record pace.

Last week's freshmen -- Columbia's ``Jakob the Liar'' and Touchstone's ``Mumford'' -- sank slightly more than 50% to $1 million and $900,000, respectively.

USA Films debuted its period adventure ``Plunkett and Macleane'' to a rather lively $240,000 with a limited wide 475 theater exposure. The larkish view of bygone highwaymen nabbed a sturdy $5,050 average.

Miramax's Sundance-acquired offbeat comedy ``Happy, Texas'' smiled with a $69,000 box office from eight venues, an $8,670 average. The company expanded its bittersweet romance ''Guinevere'' from 10 to 31 screens and saw its gross rise 87% to $102,000. Lions Gate's single Gotham screen release of cyberpunk picture ``New Rose Hotel'' occupied an estimated $6,000.

Also figuring in the top 10 was Universal's baseball romance ``For Love of the Game,'' with $3.4 million in position seven. Off 47% this weekend, the picture emerged from 2,933 dugouts with an $1,160 average. The total is $28.2 million.

MGM's ``Stigmata'' was 10th with $2.3 million. The religious chiller fell 51% for an $1,130 average at 2,045 cathedrals. It's grossed $44.2 million to date.

Remstar bowed Richard Attenborough's true life saga ``Grey Owl'' at 70 Canadian sites to $210,000. Pierce Brosnan stars as the 1930s Native American conservationist who was, in reality, an Englishman in buckskin. It averaged $3,000 and has yet to acquire U.S. distribution. 

Mark Wahlberg may have hit box-office gold with Three Kings, but the 28-year-old hunk admits he's squandered good fortune before.

As a boy Wahlberg prowled the hard streets of Boston's Dorchester 'hood. To make cred, the budding thug dealt drugs, stole cars and ran the gamut of inner-city delinquency. Then, at 16, while serving 45 days in prison for assault, "I saw the guys I looked up to and knew it wasn't for me anymore," Wahlberg tells USA Weekend.

What followed was a rap music/modeling career that overwhelmed the reformed street tough. "There were exciting moments," Wahlberg admits. "It happened fast." And Wahlberg played fast. He blew his Calvin Klein commission on a $100,000 Mercedes, pummeled press and fans, and repeatedly dropped his drawers on stage. "I finally woke up and realized I was heading down the wrong path."

So Wahlberg went to Hollywood... but Hollywood wasn't buying. "People were coming at me for all the wrong reasons," he says. "I didn't want 'Marky' Mark. I wanted to start over." Accordingly, he nixed some bum roles: rappin' in Sister Act II, a thug rollerblader. Finally, Boogie Nights brought acclaim.

Now "I have the opportunity to do anything," he confesses. "I've shown what I can do, and filmmakers are taking notice." Wahlberg, however, remains fearful of his past hubris. "I don't want the pressure. I've been tempted. The money. They start waving lots of money and I'm thinking, 'Hey, this can all end tomorrow. They might tell me it was a big lie, and I gotta go home.' "— Steven Kamman

George Clooney, whose decision to quit TV's top-rated "ER" for movies looked shaky back when he was groping through a bad "Batman" sequel, has proved persistence can pay off with this weekend's strong opening of his flick, "Three Kings."

The Gulf War adventure, in which Clooney stars as a renegade officer, racked up an estimated $16.3 million and and came close to dislodging "Double Jeopardy," the Tommy Lee Jones-Ashley Judd thriller that rang up $17.2 million.

"Three Kings" scored rave reviews both for the film and the performances by Clooney and co-stars Mark Wahlberg and Ice Cube.

Outside the Loews Theater in Times Square yesterday, moviegoers said the three stars were the film's biggest draw. "I like the freshness and radiance of young actors who can relate to this generation," said Earl Jackson, 33, of Manhattan.

City kennel assistant Colby Wentt, 28, of Brooklyn, said he was seeing it despite not knowing anything about the plot.

"I haven't heard anything yet, so I'm taking the chance," he said. "But I like Ice Cube. I buy his music and watch his movies."

"Three Kings" broke out of the pack of macho-guys-with-guns movies, including several previous Clooney films, that zip straight to late-night cable and video.

"American Beauty," the Kevin Spacey-Annette Bening film that also got rave notices, finished third with $8.5 million, despite being in only 706 theaters — about a quarter the number for other top-10 movies.

Elsewhere, "Sixth Sense" finished fifth and has now totaled a remarkable $234.7 million. Kevin Costner's "For Love of the Game" tumbled to seventh and seems to have fallen out of contention, with just $28.3 million in three weekends.

Clooney left "ER" at the end of last season, though there have been reports he may return for several episodes this season. The star got one piece of unrelated bad news: HBO said it is scrapping a TV project called "Kilroy" that it had previously agreed to buy from him.

The director of 'Three Kings,' set just after the gulf war, talks about filming on battlefields and in bedrooms. By LYNN HIRSCHBERG
 

Q  : Your other movies, "Spanking the Monkey" and "Flirting With Disaster," both dealt with sex. Which is harder to direct — sex or war?

To me, sex and war are both territories where there's a prickly negotiation. It's interesting to locate where people feel excited or threatened — how they try to control uncontrollable forces. Is this going to turn livable and human? Or is it going to be terrifying and explosive and chaotic? I love that energy — and it's true in war and it's true in sex.

Can you shoot a gun?

Yes, but I don't like it. When I left college I lived in Nicaragua. The revolution had just happened. In the early 80's, everyone I knew at Amherst was going to work for Morgan Stanley and I and my friends went the other way. Everyone had guns. There would be gunfire if a guy ran a stop sign. It was funny and scary and it changed my relationship to guns.

Did you watch the gulf war on CNN?

Yes. I thought it was surreal. I was at Sundance at the time and you're seeing all these movies and the bizarre videos on TV were more riveting as entertainment than most of the movies that were showing at the festival. It made me kind of nauseated — like something big and out of control was happening. I grew up during the era of repulsive dictators that we supported. That's why I went to Central America. I like watching America trying to find itself morally and culturally. When I was researching "Three Kings," our military advisers in the gulf told me stories about guys in the 82d Airborne who were crying because they didn't understand why we had just called ourselves victors and Saddam was left in power and we were crushing a democratic movement. They were sitting there with the biggest army in the world doing nothing.

There are so many good movies coming out in the next few months — do you think this may be a return to the heyday of 70's filmmaking?

I think the independent-film wave that started in the late 80's has evolved to a point where it's not enough to just be independent or different. You have to make something more mature. Studio films have become too limited, too stuck in their genre. Action movies, specifically, have been cartoonized. You should always want a mix of things. That's what's interesting.

Did you worry about all the other war movies that came out last year?

Somewhat, but those films are olive-colored and "Three Kings" is Ektachrome, which looks like color Xerox. When I started this project, I looked at a day-by-day compilation of the gulf war put together by The Los Angeles Times. It had beautiful color Xerox photos. It was more expensive, but I fell in love with that look.

I see you go everywhere with a digital camera. Do you tape all the time?

I taped every step of this process. From the beginning when I first went into the meetings at Warner Brothers, I was going to take the camera with me, but they told me I couldn't. I did tape a three-hour breakfast with Dustin Hoffman.

So you're always the director, in every setting.

Every director is the center of their own universe. And everything in their universe is about them. They can't really be in the room with other directors — they're used to telling hundreds of people what to do.

In "Spanking the Monkey," which broke so many taboos, you had to direct masturbation scenes. Were they hard to film?

I'm very particular. There's different ways to do it. If you're doing it really slow, it's not as funny as if you do it fast. I'm even very particular about how I like people to kiss. In "Three Kings," Mark Wahlberg is kissing his wife, and I told Mark how to kiss her. He kept trying, but finally he turned to the camera and said, "I can't do your kisses, David." He did his own kiss.

LOS ANGELES (Reuters) - Ashley Judd's avenging wife movie ''Double Jeopardy'' ruled the North American box office for the second consecutive weekend, while acclaimed Gulf War comedy-drama ``Three Kings'' debuted at No. 2.

According to studio estimates issued Sunday, ``Double Jeopardy'' (Paramount Pictures) pulled in $17.2 million for the Friday-to-Sunday period, taking its 10-day haul to $47.4 million. Judd plays a woman who sets out to kill her husband for
good, after being being wrongly imprisoned for his murder first time around when he fakes his death.

``Three Kings'' (Warner Bros.), starring George Clooney, Ice Cube, Spike Jonze and Mark Wahlberg as U.S. soldiers who plot to steal $23 million in gold bullion from Saddam Hussein, grossed $16.3 million. Dan Fellman, WB's president of distribution, said the opening tally was within his expectations.

Critics fell over themselves to lavish praise on the $50 million movie, which marks the first major studio film for director David O. Russell (''Spanking the Monkey''). It played strongly to upscale, review-sensitive audiences in the cities, Fellman said, but did not do so well in smaller towns, and ``we need to do some work tomorrow'' adjusting the marketing campaign.

Noting that the film accuses the United States of abandoning anti-Saddam insurgents in Iraq, Fellman said the movie may have seemed a little too sophisticated.

Three other films debuted in the top 10, with generally unremarkable numbers: ``Drive Me Crazy'' opened at No. 6 with $7.1 million, ``The Adventures of Elmo in Grouchland'' at No. 8 with $3.3 million, and ``Mystery, Alaska'' at No. 9 with $3.1 million.

According to Exhibitor Relations, which collects the studios' data, the top 12 films this weekend grossed a combined $78.2 million, up 10.5 percent from a week ago, but down 5 percent from the year-ago period when the computer animated comedy ``Antz'' was the top attraction.

Still playing in limited release, ``American Beauty'' (DreamWorks) moved up two places to No. 3 with $8.1 million in its third weekend, boosting its haul to $18.3 million. The film boosted its screen count by 277 to 706 sites, and would expand to
1,200-1,300 screens next weekend, said DreamWorks' distribution president Jim Tharp. By contrast, the other films in the top five are each playing on more than 2,700 screens.

Rounding out the the top five were ``Blue Streak'' (Columbia), with $8.0 million, and ``The Sixth Sense'' (Hollywood Pictures) with $7.2 million, each down two places. The 17-day total for ``Blue Streak'' is $47.7 million, while ''The Sixth Sense'' moved up to $234.7 million after 59 days.

``Drive Me Crazy'' (Twentieth Century Fox), an $8 million romantic comedy starring Melissa Joan Hart of TV's ``Sabrina the Teenage Witch,'' pulled in the young girls, said Fox's distribution chief Tom Sherak. The opening was on par with expectations.

``Elmo in Grouchland,'' a ``Sesame Street'' spinoff targeted at the pre-school crowd, also performed to studio expectations, said Columbia Pictures spokesman Ed Russell. A spokesman for Walt Disney Co.'s Hollywood Pictures banner declined to comment on ``Mystery, Alaska,'' a hockey movie written and produced by David E. Kelley, the creator of Emmy-winning TV series ``Ally McBeal'' and ``The Practice.''

Elsewhere in the top 10, Kevin Costner's baseball movie ''For Love of the Game'' (Universal) fell three places to No. 7 with $3.4 million, bringing its 17-day catch to $28.3 million. The supernatural thriller ``Stigmata'' (Metro Goldwyn Mayer) fell four places to No. 10 with $2.3 million. After 24 days, its tally is $44.3 million.

Reuters/Variety 

At one if by sea,  at war if not
It was all smiles and compliments among ''Perfect Storm'' stars George Clooney, Mark Wahlberg, and director Wolfgang Petersen when the gang was in Gloucester filming last month, but apparently the actors' last set was not such a friendly place. Entertainment Weekly reports that during the filming of ''Three Kings'' - which opened yesterday and stars Clooney and Wahlberg - Clooney and director David O. Russell clashed a few times. (Among Clooney's comments about Russell: ''He's a weirdo, and he's hard to talk to.'') The pair actually got to the point of a physical scuffle during one argument, a matchup that co-star Ice Cube found ''kind of funny, to be honest.''

The Persian Gulf War now has its ''M.A.S.H.,'' and it is ''Three Kings.''

Actually, you can mix in a little ''Kelly's Heroes,'' too, to get just the right idea about ''Three Kings,'' the first cinematic shot at the 1991 war in the Mideast.

George Clooney, Mark Wahlberg and Ice Cube are the ''Three Kings,'' three Gulf War soldiers who itched for action that never came and find themselves behind enemy lines in search of something to take home from their experience for future generations. In their case, it's a cache of Kuwaiti gold bullion lifted by the Iraqis. That's the ''Kelly's Heroes'' homage.

What makes ''Three Kings'' reminiscent of ''M-A-S-H'' are its direct hits on the oil concerns that greased the wheels of the conflict, the movie-of-the-week style TV coverage, the manufactured patriotism and background racism of some of the soldiers involved and the tragic abandonment of the Iraqi resistance, which thought the multinational force would help overthrow Saddam Hussein.

Writer-director David O. Russell delivers the whole story in a visually arresting style that drives home the otherworldliness of a war fought in a stark, faraway land viewed by most of us through cameras mounted on planes dropping smart bombs. In something of a salute to the high-tech Gulf War, Russell even includes a high-tech visualization of the flight of a bullet through the human body.

''Three Kings'' is so arresting, so fresh and so sarcastic that it might fire over the heads of mainstream audiences. But it's one of the best movies of the year, and will set the standard for anyone else who might dare to take on the issues raised by America's first large-scale military entanglement since the Vietnam War.

You know ''Three Kings'' is not your average war movie when, in the opening moments, Sgt. Troy Barlow (Wahlberg) fires on a surrendering Iraqi, using the flimsy excuse that it looks like he's got a gun. The congratulations from his soldier buddies for actually getting to fire his weapon segues into the post-war victory party being thrown by soldiers who never really did any fighting.

Even now, their assignment to subdue the surrendering Iraqis gives them little chance to see action - the Iraqis are most willing to be subdued, thank you very much.

Things get a little more exciting for Sergeant Barlow, Staff Sgt. Chief Elgin (Ice Cube) and Pvt. Conrad Vig (Spike Jonze) when they discover what looks to be a treasure map hidden in a very personal area of a surrendering Iraqi.

Also getting word of the map is Special Forces Capt. Archie Gates (Clooney), who suspects that it might lead to a bunch of stolen gold bullion that will make this so-so war a fitting achievement to mark his retirement.

Gates is a take-charge kind of guy, and he immediately takes charge of the map, the three soldiers who discovered it and a Humvee to transport them into Iraqi territory in search of their personal spoils of war.

Gates also manages to ditch an arrogant TV reporter (Nora Dunn), whom he's been assigned to shepherd around in search of post-war feature stories.

As it turns out, Gates and his wacky band find ''the'' post-war story when they get to the Iraqi village where they think the gold is hidden. Along with the loot, they discovery the brutal repression of the Hussein resistance movement by loyalist soldiers who are now turning their weaponry on tanker trucks full of milk bound for peasants suspected of not pledging allegiance to Saddam.

One by one, Gates, Barlow and Elgin start taking orders from their heart rather than their greed, and starting fighting their own personal war against Saddam in an effort to get both the gold, and a ragtag band of resisters, out of Iraq.

Along the way they commander a fleet of Saddam's luxury cars, face torture at the hands of Republican Guard commandoes trained in the black arts by the CIA during the war with Iran and find themselves in a face-off with their own troops who try to block their humanitarian, though highly illegal, rescue operation.

Clooney is commandingly smarmy here as jaded career officer Gates, a role Clooney fought a personal battle to win. Wahlberg and Ice Cube also deliver riveting turns. Jonze, who made his mark as a director, makes his makes his acting debut as the stereotypically stupid Southern boy, Pvt. Vig. But he's still good for a few laughs and adds to the sense of overall confusion Russell deliberately weaves into this story.

No the American people may not have been confused about backing the Gulf War, but ''Three Kings'' makes a strong, funny and affecting case that the ground troops in the first smart-bomb, cruise missile, stealth bomber war may well have been confused about what exactly they did in those desert days.

Bursting with energy and style it can barely contain (and sometimes can't), David O. Russell's Desert Storm caper flick "Three Kings" is one of the most exciting Hollywood action films in years, and the best Vietnam movie since "Apocalypse Now." Sure, Russell's film is supposed to be set in Iraq just after the Gulf War has ended, but that's mostly a question of replacing jungle locations with deserts and dressing those Third World extras in some new costumes. In "Three Kings," war is a surreal, almost hallucinatory state, fueled by a classic-rock soundtrack. The U.S. government is a sinister and   untrustworthy force, betraying both its own soldiers and the people they're supposedly fighting for. Amid this moral anarchy, America's fighting men -- decent guys who thought they were doing the right thing -- must sort out the racial and social divisions they brought with them from home and depend on each other and their consciences, in the lonely tradition of existential heroes.

This may be a perfectly legitimate template for understanding the Gulf War, or American military history in general, but it's a worldview conditioned and perhaps created by Vietnam. Russell, who directed "Spanking the Monkey" and "Flirting With Disaster," would have been about 13 when the U.S. war in Southeast Asia ended, so his memories of the Vietnam era were probably created in large part by Francis Ford Coppola and Oliver Stone. Army Special Forces officer Archie Gates (George Clooney), with his hipster shades and Hefner-esque demeanor, is a classic soul-searching Yank from a   'Nam film. When we meet Archie, he's looking around at the devastation in the desert and asking rhetorically, "I don't even know what we did here -- can you tell me what we did here?" Maybe Russell is trying to supply an antidote to all the gasbag WWII nostalgia of the last few years by reminding us that America's more recent wars don't have convenient moral excuses and can't be so easily sugarcoated.

Early in "Three Kings," TV journalist Adrianna Cruz (Nora Dunn) tries to get a rowdy party of celebrating GIs to discuss whether the victory over Iraq means that America has now exorcised the "Vietnam syndrome." They're not interested, and probably don't even know what she's talking about. But Russell (who also wrote the screenplay, from a story by John Ridley) is betting that we do. Even the aspects of his filmmaking technique likely to strike younger viewers as totally contemporary -- his careening, ground-level, point-of-view shots; his oversaturated Ektachrome colors and trippy, swirling backgrounds; the sudden slowdowns and speed-ups; the moment when we enter a soldier's internal organs to witness the damage caused by a bullet -- are redolent of the '70s. If there's a lot of John Woo and Quentin Tarantino in   Russell's work here, there are also heavy, acid-laden hits of Nicolas Roeg and Ken Russell.

Ultimately, I think "Three Kings" tries to be too many movies at once. It wants to combine the idealism of "Casablanca," the cynicism of "Treasure of the Sierra Madre" and the antiwar outrage of "Full Metal Jacket," all while being a heroic American-guy film and a critique of consumer culture. (As one renegade soldier puts it, the treasures he hopes to loot from Saddam Hussein's secret bunker include "Picasso, Sony, Armani and Rolex.") But even when "Three Kings" loses its focus and shape, its irresistible brio will keep you watching, and wondering what in hell will happen next. Here's a '70s flashback I can get excited about: Russell steps forward here to join other young filmmakers, including the Wachowski brothers ("The Matrix") and Wes Anderson ("Rushmore"), who seem ready to bring some eccentricity and individual vision back to Hollywood.

Two weeks away from retirement and stuck in the middle of the mine-strewn Iraqi desert with the rest of the bored Army, rakish Archie is looking out for No. 1. So when he discovers that a trio of younger soldiers -- Chief (Ice Cube), Troy (Mark Wahlberg) and Vig (Spike Jonze) -- has recovered a mysterious map hidden in an Iraqi POWs nether regions, he sees an entrepreneurial opportunity. Believing that the bunker shown on the map houses not just looted luxury items but millions in gold bullion stolen from the Kuwaiti sheiks, Archie proposes a secret four-man guerrilla raid into Iraqi territory to make the big score. Meanwhile, another soldier (Jamie Kennedy) is told to lead Adrianna -- whom Archie is supposed to chaperone -- on a day-long wild-goose chase.

Well, anybody who's ever seen a movie will realize that this scheme is headed for trouble and that before long Archie and his gang will have to make the choice between greed and honor. When they reach a remote village and find the bunker crammed with Cuisinarts, TVs and cheap stereo equipment -- and, yes, suitcases full of gold bars -- the Iraqi troops offer only token resistance and seem mysteriously eager to surrender the gold and get the intruders out of there. That's because the bunker also contains a torture chamber and several imprisoned dissidents. Our heroes have stumbled into the middle of a civil war, in which the Republican Guard is systematically wiping out anti-Saddam insurgents, who are under the painfully false impression that the Americans will support their rebellion. Once Archie sees a village woman shot dead in front of him, we know what's coming. He may be a Special Forces commando, but as with any Clooney character, his sense of chivalry easily overmatches his instinct for self-preservation.

Clooney's virile, slightly dissolute charm is intact throughout "Three Kings," but I think he's wasted without a woman to slither around (and Adrianna is more a plot device than a character). The real revelation here is Wahlberg, who conclusively proves that his performance in "Boogie Nights" wasn't a fluke. His agile athleticism is no surprise, but Wahlberg also imbues Troy with surprising emotional depth. When he is captured and tortured by a U.S.-trained Iraqi interrogator whose son has been killed in the allied bombing, Troy genuinely seems to be weeping almost as much for the other man's anguish as for his own. This is an exquisitely painful scene, heaped high with ironies, that represents Russell's work at its finest. The torturer addresses Troy as "bro" and "my main man" and wants to talk about Michael Jackson before forcing Troy to drink motor oil, an allegory that would seem forced and clever if it weren't for the awful, tangible reality the two actors bring to the scene.

Jonze, best known as a director of music videos (and of the upcoming feature "Being John Malkovich"), is also impressive as the lunkhead Dallas redneck Vig, who seems genuinely mystified when Chief tells him not to use terms like "dune coon" and "sand nigger" to refer to Arabs. (But, hey, screenwriters -- even these days they don't let you in the Army if you haven't been to high school.) Vig's mostly in the movie as comic relief, but Jonze is eventually able to work around the jokes enough to demonstrate that even this bigoted idiot has some decency at his core. As in his other movie roles, Ice Cube is a solid, stoical presence and something of a cipher. Russell's script doesn't really give Chief enough to do, and in the rapper-turned-actor sweepstakes, Cube's luminous eyes and unflappable demeanor are only good enough for second place behind the big-cat grace of LL Cool J (terrific in this summer's "In Too Deep").

Russell keeps the demented action sequences and peculiar visual jokes coming so fast we don't quite notice that "Three Kings," like almost every Hollywood action movie, finally depends on the notion that American men -- if not their government -- are a morally superior breed. There really is no other reason why a group of soldiers bent on plunder should risk their haul to help a bunch of rebels and refugees whose situation they don't really understand. But maybe that's not worth complaining about; if "Three Kings" is a fantasy in the end, at least it's a juicily enjoyable one. If it lets its characters evade judgment too easily, it makes no apologies for the outrage of warfare, no matter who wages it or why. Its parade of strange images -- a desert convoy of Rolls-Royces and Cadillacs, refugees struggling through a cloud of   poison gas, an Iraqi soldier watching the Rodney King beating on TV -- will linger in your memory long after its formulaic plot details have faded.

With his official superstar status, George Clooney seems like the first one who'd be crowned when ''Three Kings'' was cast. But the history of this film is as eccentric as its Gulf War heist plot.  Former ab poster boy Mark Wahlberg and video director Spike Jonze both won their roles fairly easily, but Clooney had to battle. ''I had a really great experience working on 'Out of Sight' because of the script,'' he says. ''I figured out that now I'm gonna work on projects that I would go see, and if I'm wrong I'll deal with MY bad taste.''

A friend at Warner Bros. (where Clooney has a production deal) knew of the actor's quest and smuggled him out writer/director David O. Russell's confidential ''Kings'' screenplay about four Army soldiers who attempt to steal Iraqi  gold at the end of Desert Storm. Clooney was blown away by it, but saw that the lead of a cynical captain was written much older, and was in fact meant for Clint Eastwood. When he later heard that Russell was reworking the script to make the character younger, Clooney began campaigning for the role. He sent a self-effacing letter that began, ''To: David O. Russell, filmmaker. From: George Clooney, TV actor''; he arranged to show Russell an early cut of ''Out of Sight''; and he even turned up at the director's New York City apartment to make a personal plea.

Even so, Russell decided on Nicolas Cage. But then Cage signed to do Martin Scorsese's ''Bringing Out the Dead.'' Finding himself  leadless, Russell overcame his doubts about Clooney's matinee-idol image. ''I hadn't pictured a romantic lead in this part, but when you meet George you get the sense that he's more grizzled,'' says Russell. ''And he's also very thoughtful -- he really responded to the material.'' So Clooney was in.

Jonze had it much easier than the ''ER'' heartthrob, even though he had little acting experience. The director of such music videos as the Beastie Boys' ''Sabotage'' and Weezer's ''Buddy Holly'' and the upcoming feature film ''Being John Malkovich,'' Jonze was an old friend of Russell's. ''I wrote this character [the dirt-stupid redneck Private Vig] with him in mind,'' says the director, who gave Jonze a secret trial run. ''All last summer when Spike was shooting 'Malkovich' we would speak on the phone in Southern accents because I wanted to see if he could do it -- because it would really ruin our friendship if he tried and it didn't work out.'' Once Jonze passed the hick test, Russell fought to get him approved by a reluctant Warner Bros., and the acting amateur took his place with those used to having their names above the title. ''I like the chaos that a nonactor brings to the set,'' says Russell. ''He has a level of realism because he hasn't been through it before, and he really shakes things up.''

And Wahlberg? ''It was the first time I was offered a good movie role without having to beg for it,'' Wahlberg says of his goodhearted but dim sergeant (think Dirk Diggler with a gun instead of a ''special thing''). Thanks to ''Boogie Nights,'' he is now thought of as an actor first and Marky Mark second, although he wonders if Russell cast him for an entirely different reason. ''David probably had me in mind because he dislikes me and figured, 'Who better to beat the s--- out of while he's tied down than Mark Wahlberg?''' he jokes. "He probably took a poll, and asked all guys, especially guys with girlfriends. And all of my ex-girlfriends."

Oct. 1 —   And now for something completely different, a high-profile film that actually surpasses all expectations raised by the full-throated roar of advance hype. David O. Russell’s darkly comical and thrillingly visceral “Three Kings” is a “M*A*S*H” for the 1990s, a pungently revisionist view of the Gulf War in the guise of a standard-issue adventure flick.

GRANTED, THE PLOT may remind movie buffs of  “Kelly’s Heroes,” an amusing 1970 action-comedy in which Clint Eastwood and Donald Sutherland commandeered Nazi gold for fun and profit during World War II. But writer-director Russell isn’t content with merely subverting genre conventions. He also wants to provoke thought while earning laughs and drawing blood. And while doing so, he forces us to confront many of messy moral ambiguities that were conspicuously absent from Pentagon-controlled news coverage of the Desert Storm campaign.

Heretofore known as a director of small-scale, pinchpenny indie comedies (“Spanking the Monkey,” “Flirting with Disaster”), Russell proves to be a flamboyant visual stylist as well as a ferociously droll satirist as he works on the grander canvas of his first major-studio production. Sometimes outrageously funny, sometimes horrifyingly (but purposefully) violent, “Three Kings” evokes a disorientingly surreal dreamscape in which cows explode after detonating landmines, American pop music resounds in Iraqi torture chambers, and soldiers anxiously imagine the slaughter of loved ones back home as a karmic payback for “collateral damage” of innocent civilians. Right from the opening moments, as a fatal miscommunication among confused GIs leads to the death of a surrendering Iraqi, Russell makes it abundantly clear that we’re not watching CNN anymore.

RAUCOUS CELEBRATION
“Three Kings” begins shortly after the cease-fire, as American troops raucously celebrate the end of a conflict that played out while most of them marked time in base camp. For Special Forces Captain Archie Gates (George Clooney), the Gulf War — fought by high-tech tacticians rather than ground troops — is an appropriately unsatisfying capper for a bitterly disappointing career. But Gates turns into a happy warrior all over again when he discovers a novel way to finance his retirement.

Three soldiers under his command — Sgt. Troy Barlow (Mark Wahlberg), S/Sgt. Chief Elgin (Ice Cube) and Pvt. Conrad Vig (Spike Jonze) — fortuitously find a map that points to a stash of Kuwaiti gold looted by the Iraqi army. (Where do they find the map? Well, let’s just say that credit must go to an anal-retentive captive.) Gates pulls rank on the men to share in their good fortune. “Saddam Husseim stole it from the sheiks,” he tells his partners in crime. “I have no problem stealing it from Saddam.”

Of course, it isn’t as easy as they expect. First, Gates has to disengage himself from a pushy cable-network journalist, Adriana Cruz (former “Saturday Night Live” regular Nora Dunn), who views the Gulf War as her chance to compete with younger, prettier rivals. (“She looks much shorter than she does on television,” an Iraqi soldier casually remarks.) And there’s a troublesome restriction to overcome: U.S. troops are supposed to avoid any post-war encounter with Iraqi soldiers, even if the Iraqis are behaving abominably toward their own countrymen.

GO FOR GOLD
Undeterred, Gates encourages his “three kings” to go for the gold – unless, he adds, “you reservists are in love with your day jobs.” For Troy (an underemployed family man), Chief (a stressed-out baggage handler at a Detroit airport) and Conrad (a yokel with scant career prospects), the decision is a no-brainer. Along with Gates, they “borrow” a Humvee and zip off to an Iraqi village, planning to swipe the hidden bullion and run. But the villagers turn out to be Shiite Muslim rebels who, like thousands of other Iraqi civilians, were encouraged by President George Bush to rise up against Saddam. They greet Gates and company with open arms, assuming the visitors represent a first wave of U.S. military advisers. Gates knows the bitter truth: U.S. troops have been explicitly ordered not to aid the Shiites. But when Iraqi soldiers arrive to eliminate the rebels, the would-be thieves realize they may have to do the right thing — albeit with extreme reluctance — to get their hands on the bullion.

Moods swing and tides turn with dizzying abruptness. At one point, Gates and his men burst into an Iraqi Army compound, and find the place stuffed with an obscenely lavish stash of cell phones, VCRs, stereo systems, Rolex watches, Cuisinarts — in short, every imaginable consumer goodie that makes life in the Great Satan (a.k.a. the United States) worth living.

Meanwhile, off in a side room, an Iraqi interrogator — trained, it should be noted, by U.S. advisors to wage war against Iran — busily applies crude but efficient electrical shocks to a prisoner. Outside, Troy and Chief heatedly debate the relative merits of luxury cars. A few seconds later, they are helpless witnesses as a Shiite woman is executed in front of her husband and child.

FUNNY BUT SERIOUS  "Three Kings” often is explosively and audaciously hilarious. But it’s even better when it’s dead serious, and the laughter catches in your throat. Russell repeatedly undercuts our assumptions and expectations, and pointedly questions the selective morality of U.S. military intervention. Much as he artfully stylizes the imagery by bleaching the colors from Newton Thomas Sigel’s inventive cinematography, he also avoids the conventional black-and-white categorization of good guys and bad guys. We can’t help rooting for Gates and his cohorts. On the other hand, we can’t help sympathizing with an Iraqi commander whose infant son was killed in a smart-bomb assault.

As Gates, George Clooney solidifies his status as a full-fledged feature-film leading man with his effortlessly authoritative performance. Mark Wahlberg and Ice Cube perform far beyond the call of duty, while Spike Jonze (a music video director who graduates to features with the forthcoming “Being John Malkovich”) is fearlessly and effectively obnoxious. And Nora Dunn adds just enough intriguingly contradictory detail to her portrayal of an ambitious reporter. Like everyone and everything else in “Three Kings,” her character shouldn’t be judged too quickly, or taken at face value.

THREE KINGS — ***1/2

On the surface "Three Kings" may look like a gulf war version of "Kelly's Heroes," but it's got a lot more in common with the  movies "Catch-22" and "M*A*S*H."

And while it's not quite as good as the latter two pictures, this dark comic war movie has definitely got the potential to be a political firestarter. There are audiences who will be angered with many of the film's intimations regarding U.S. foreign policy in Kuwait and Iraq.

But regardless of your particular political leanings, or where your opinions lie on subject of the gulf war, "Three Kings" is a    surprisingly engrossing and thought-provoking war movie — one that's at least a little unexpected. That's especially true since it comes from filmmaker David O. Russell, whose previous works, "Spanking the Monkey" and "Flirting With Disaster," had more to do with family relationships than they did with action sequences and trenchant sociological observations.

This movie should also put to rest some of the sniping about the acting abilities of George Clooney and Mark Wahlberg, who play, respectively, Special Forces Capt. Archie Gates and U.S. Army Sgt. Troy Barlow, soldiers caught up in a treasure hunt.

In the waning days of the war, they come into possession of a map showing the location of a fortune in stolen Kuwaiti gold. So off they head into the Iraqi desert with Sgt. Chief Elgin (Ice Cube) and Pvt. Conrad Vig (Spike Jonze), who also goes AWOL in hopes of getting rich.

And though they think they've got the whole caper planned out, problems begin as soon as they arrive at the village. First, the gold isn't where it's supposed to be, and second, the Iraqis seem to be a little too happy to see them, imagining the American soldiers to be their salvation.

Eventually, the four men are reluctantly pulled into a civil war between the Iraqi villagers and members of Saddam Hussein's oppressive Republican Guard, which is torturing and killing anyone without a uniform. And during one of the skirmishes, Troy is captured by Saddam's forces.

If that's not bad enough, the U.S. soldiers are being tracked by their commanding officer (Mykelti Williamson), who's not at all happy with them, as well as a pesky network television news reporter (Nora Dunn), who hopes to come up with one last, great story as the Iraqi conflict winds down.

Admittedly, it may take awhile to warm up to the film's odd rhythms and even more off-kilter humor. But Russell, who also scripted, invests them with an appropriate, visually striking sense of direction, mixing pseudo-documentary "shaky cam" with stark, bleached-out photography. (Perhaps the strangest of his innovations are the bits that show what a bullet can do to the human body — seen from inside the body cavity.)

Russell also gets fine performances from his leads. As Gates, Clooney isn't just a one-dimensional hero, and Wahlberg provides the story with a warm human conscience. And the supporting cast adds additional depth of character, notwithstanding the annoying antics of Jonze (a respected music-video director).

Say this for David O. Russell -- he's got a lot of guts. And for a while it looked like they weren't all his own.

Russell is the director of Three Kings, the imaginative action-comedy-drama Gulf War tale starring George Clooney that opens in theaters today. It has been appropriately well-reviewed and praised in most critical circles and may mark a breakthrough for the maverick director.

But Three Kings is also causing a stir not because of the way comic and dramatic elements mesh in its script or because Clooney and co-star Mark Wahlberg look so good. It's being noticed because of one particularly graphic scene.

In this scene, Special Forces veteran Clooney is driving across the desert with three comparative innocents, reservists called up for the war, who are lamenting that they haven't seen any action. Clooney says something like, "You want to see some action?", then pulls off the road.

There, on the bleached desert sand, he shows the men charred corpses and bodies blown apart. And he describes what a bullet does when it enters a body.

While Clooney speaks, Russell shows us what a bullet looks like blowing a hole through the body cavity, how bile flows, how the organs and muscles within the body seem to panic. It is very graphic and disturbing.

Here's what made the scene even more disturbing for some people: This week, Newsweek reported that Russell used an actual human corpse in, er, shooting it.

This stirred up quite a storm. The New York Daily News reported that police in Casa Grande, Ariz., where the film was shot, were looking into whether it was legal to shoot a dead guy in their town.

How this was supposed to work, since all the organs and muscles in the body are pumping and grinding away during the scene, begged for a bit of explanation. And a few days after the Newsweek report came out, Russell gave it: There was no real corpse.

Turns out Russell was kidding when he told the Newsweek reporter he'd shot a cadaver to get the special effect.

Ha ha, those directors. What cards.

Outrage was quick to build when the first report came out. Sure we like to see hundreds of people mashed beneath the feet of thousand-foot monsters, we enjoy watching a bad guy go down in a hail of bullets, and who doesn't love watching the Terminator put his hand through a guy's chest ... but we don't want to see the real thing, do we?

Well, do we?

Actually, I'm pretty glad we won't know the answer to that question anytime soon. Three Kings is a very good movie. It was going to be more than a little depressing watching it turn into a circus where audiences rush to see a dead guy get shot in the guts.

At the same time it was going to be a bit depressing if no one came to see the movie because of the dead guy's guts.

Luckily it turns out there is no dead guy, just movie guts. And the film, which dares to be an action film in which gratuitous violence is never praised and in which Russell bangs home time and again the real consequences of guns and war and political madness, will stand on its own merits.

There are enough victims of violence in films and in real life already. Let's not start shooting dead guys, too. 

You walk into ''Three Kings'' expecting another wiseguy war movie.You walk out amazed and refreshed by the way it kicks the assumptions out from under the genre - including the assumption that the other side is faceless cannon fodder. While George Clooney, Mark Wahlberg, and Ice Cube rightly will sell the tickets as scamsters in uniform whose hearts prove bigger than their larcenous impulses at the tail end of the 1991 Gulf War, the real hero is David O. Russell. His barbed script and direction make you realize how unexamined the war movie is. Usually it's so busy celebrating the heroism of the combatants that it never gets around to the larger political issues attached to this or that war. ''Three Kings'' has a strong enough sense of the absurd to tee off on them.

''Three Kings'' is only Hollywood's second Gulf War-themed movie, but it loses no time getting on the board with its view that the war wasn't motivated by noble principle, but by no larger vision than perceived economic expediency, and that it proceeded with the same confusion and lack of overview as in Vietnam. No less remarkably, it contains sympathetic Iraqis and allows them to be as human as the GIs. It also reminds us that a lot of what happens once the shooting starts is arbitrary, capricious, and unpredictable. Yet for all of its maverick energies, ''Three Kings'' never yields to cynicism, even though it begins in a cynical vein, with a ''Kelly's Heroes''-like scheme by a few GIs to steal some gold the Iraqis took from Kuwait, and give themselves a golden parachute into civilian life.

Ironically, the gold bugs never saw combat. As the film opens, they're reservists celebrating the victorious end of the war at a base behind the front lines. When Clooney's smart but jaded officer on the verge of retirement  hears that gold is buried in a nearby village, he can't resist loading a few confederates into a Humvee, assuming they need only do a little runout behind the enemy lines and they'll all be rich and back in their tents by lunchtime. Of course, it doesn't turn out that way. Although the war's outcome has been settled, the shooting has hardly stopped. When Clooney and the others get to the parched village and find not only the gold bars but bunkers stuffed with loot ranging from computers to Cuisinarts, they realize that a detachment of Saddam's Republican Guard standing menacingly by is indifferent to the presence of the Americans.

The reason is that the Republican Guard is there to kill Iraqi rebels. Heartened by the hollow words of President Bush, the rebels are ecstatic to see the GIs and think the soldiers have been sent to help. But the rebels soon realize they've been hung out to dry by the lack of US follow-through. It's fun to watch Clooney struggle to suppress the remnants of his tattered   idealism, stick to his plan, drive out with the gold, and leave the rebels to die. But the gold is so heavy that he needs the rebels to help transport it. Next thing they know, they're exchanging gunfire with the Republican Guard detachment and they're committed, cursing at the complications that have arisen in what they thought would be something as simple as knocking over an ATM. Instead, they're huddled in a rebel sanctuary, plotting a counterattack, amusingly made possible by a fleet of stolen stretch limos.

Not only is the cool of Clooney's veteran tested by the need to satisfy conscience, stash the gold, and get back before they're all declared AWOL; during a skirmish Wahlberg's simpatico reservist from Detroit, who wants only to get back to his wife and kids, is captured and tortured by Iraqis. The film doesn't mind reminding us that the Iraqis were trained by the United States to fight the Iraqi-Iran war, then turned that training against their own people, Kuwait, and, briefly, us. The film's way of riding the fact that the game plan changes with every new turn of circumstance peaks when Wahlberg's resourceful prisoner plucks a cell phone from a pile of stolen gear and phones his wife in Detroit, who in turn phones his position in to headquarters.

Meanwhile, Clooney and the others, aided immensely by a warm characterization from Ice Cube, keep the desert improvisations coming, with Clooney's good-guy roguishness (reminiscent of his charming thief in ''Out of Sight'') keeping the film tilted toward impudent comic unpredictability. As if to guard against prettification, Russell's camera drains color from the desert settings, emphasizing the gritty harshness of the situation, which ends on a satisfyingly pragmatic note and escapes the need for ersatz moral epiphanies. If these GIs behave like good guys, it's not because that's their first choice. ''Three Kings'' is a resourceful and even witty film that irreverently reinvents the war movie and ambitiously saves its best shots for military mythmaking and the myopic lunges that sometimes pass for US foreign policy. It's the ''M*A*S*H'' of the Gulf War. 

(October 1, 1999 12:34 a.m. EDT http://www.nandotimes.com) - It is symptomatic of the sickness of today's studio system that David O. Russell's "Three Kings" had a rough road through the Warner Bros. hierarchy. Certain executives apparently were more willing to spend $150 million on the creatively impaired "Wild Wild West" than $40 million (final budget $50 million) on Russell's unique concept of a modern war movie.

Fortunately for Russell and the moviegoing public, more farseeing minds prevailed, and "Three Kings" was made. The result is an engrossing adventure brimming with wit, yet with enough pathos and political comment to raise it far above the macho films aimed at the puberty market.

"Three Kings" has been compared to everything from "M*A*S*H" to "Schindler's List." What it most resembles is George Stevens' 1939 "Gunga Din," in which three adventurers also combined wit and battle.

Actually there are four kings, each a unique personality:

--Capt. Archie Gates (George Clooney) knows how to make end runs around the Army brass as a career soldier.

--Green Beret Sgt. Troy Barlow (Mark Wahlberg) is a reservist, a patriotic soldier who pines for his wife and new daughter in Detroit.

--Staff Sgt. Chief Elgin (Ice Cube) has been called up from his dreary job as an airport baggage handler; he has been bruised by his life at home and in the Army and finds solace in his Christian beliefs.

--Pvt. Conrad Vig (Spike Jonze), an unwitting clown who repeatedly exposes his lack of education.

The Persian Gulf War has ended with none of the quartet having seen action. Bored and restless, Gates concocts a crazy scheme: stealing the stash of gold that Saddam Hussein reportedly stole from the Kuwaitis.

A map is discovered in a curious part of an Iraqi prisoner's anatomy. Gates commandeers it, and he believes it leads the way to a bunker containing the bullion (Vig wonders if that's the stuff that comes in tiny cubes that you make soup with).

The four set out on their adventure, regardless of the AWOL risk. Though there is an air of bravado, the action is not all fun and games. Russell also portrays the viciousness of a wartime atmosphere, on both sides. Blood is spilt, atrocities are committed, sorrow is felt.

Russell has created a marvel of invention to hold the audience's rapt attention. He employs techniques of the Nouvelle Vague: slow motion, quick cuts, still photos. He also varies the film's print quality - at times giving the effect of a documentary; at other times, a glossy Hollywood film. No American director since Orson Welles has used the screen so innovatively.

After a slow start in features, Clooney began his big-screen emergence with "Out of Sight." "Three Kings" confirms his status as an action star. Wahlberg, impressive in "Boogie Nights," shows emotional range as the homesick citizen warrior.

The versatile rap star Ice Cube brings a powerful sensitivity to his role as the moral force among the brigands. Amazingly, Jonze, director of music videos and the current feature "Being John Malkovich," has never acted in a film. He turns out to be a brilliant comedian.

Comedian Nora Dunn brightens every scene as the pushy, profane TV reporter who will do anything for an exclusive story. 

REVIEW THREE KINGS *** 1/2``Three Kings'' is the only movie that ever made me duck.

Plenty of movies have explosions, but the bombs in ``Three Kings'' explode right at us, tanks drive over us, and emotions are shoved in our faces. David O. Russell's bold, pushy tragicomedy shotguns us right into Desert Storm and introduces us to the gooniest guys there. Then, having tricked us into yukking at the idiocies of war, it peels back the laughter to show us the hurt and unfairness left in the wake of George Bush's now-we-support-you/now-we-don't Kuwaiti "stance.''

"Three Kings'' hurls a bomb at the lie of Desert Storm, which was that we were there to help. Its somewhat underdeveloped characters, soldiers played by George Clooney, Mark Wahlberg, Ice Cube and Spike Jonze, don't know what the war is about and aren't even sure if it's over, but they do know that Saddam Hussein stole a bunch of gold from the Kuwaitis and that they know how to swipe it from him. One problem: There are some very real Kuwaitis standing between the soldiers and the gold and, if they don't help the Kuwaitis, Saddam's goons will kill them for sure.

Russell uses a predatory camera, shocking fantasy sequences, flash-forwards, flashbacks and surreal explanatory scenes (like one that takes us inside a corpse to show us the trajectory of a bullet) to let us know that he's in charge here and that anything can happen. It's as if the motivations of the soldiers (and their country) are so bewildering that Russell can capture them only by inventing a new language, much as Beck did in his record, ``Odelay,'' and Tom Wolfe did in his writing. Even if you don't have attention deficit disorder, you might want to take Ritalin before braving this cut-and-paste barrage of images and ideas.

"Three Kings's'' tone is constantly shifting, from outraged to bemused to stunned, and so is our response. From the first, our "heroes'' seem like pretty bad guys, spouting racist cracks and asserting that the most important thing in life is necessity (``Love?'' someone offers as a potential ``most important thing,'' to which Clooney replies, dismissively, ``A little too Disneyland, isn't it?'').

But what emerges from Russell's assault-rifle filmmaking is something surprisingly simple: the message that it's easy to disregard the feelings of a nation of people, but harder to ignore one person, face-to-face. ``Three Kings'' is about weighing the needs of one person against the needs of a community, about rescuing some good from a situation that's designed to be bad and about the modest, conflicted image of Ice Cube becoming a good guy as he prays, "Jesus, save this man. He isn't a bad man." America wasn't in Kuwait to help, according to the ``Three Kings,'' but some Americans were.

You come out of it shell-shocked because it shows you the humor and the horror of war. And because it refuses to let you duck.

SHOULD YOU GO? It's tough stuff, but it's great stuff. 

Hundreds of fans came out to cheer their favorite Hollywood royalty--"Three Kings' " George Clooney, Mark Wahlberg and Ice Cube--at Mann Village Theater in Westwood on Monday night, for the premiere of Warner Bros.' Desert Storm adventure movie.

And they weren't disappointed. Other Tinseltown bluebloods on hand included Salma Hayek, Cindy Crawford, Spike Jonze (who plays the "fourth king") and wife Sofia Coppola, Donnie and Robert Wahlberg (Mark's bros), "South Park" boys Trey Parker and Matt Stone and a slew of Clooney's "ER" pals, including Alex Kingston, Eriq La Salle and Laura Innes.

Ever the chronicler, writer-director David O. Russell captured the whole experience, from red-carpet arrivals to the after-party at the UCLA / Armand Hammer Museum, on his Sony Digital camera. Asked about his inspiration for the film, Russell replied, "So much of the idea for this picture came from the L.A. Times [Gulf War] book, day by day through the war," and then quickly added, "not enough to sue us for the rights, though." 

With his uncommonly assured first two films, "Spanking the Monkey" and the pitch-perfect "Flirting With Disaster," the writer and director David O. Russell didn't need much to make an indelible impression.

His timing was fabulous, his ideas fresh and his taboo-busting imagination much to be admired. Now Russell moves onto a much bigger battlefield with "Three Kings," an absurdist, gimlet-eyed "Catch-22" for the Persian Gulf War.

It's ultimately a much more ambitious and impassioned work. But it isn't nearly as successful a showcase for this filmmaker's extraordinary talents.

Though Russell is most impressive for his writing and his immensely witty direction of  actors, "Three Kings" begins by placing its emphasis firmly elsewhere: on the camera. Against the huge, bleached panorama of a desert war, which is ending just as the film begins, he sets out to convey the amorality and chaos of the situation.

American soldiers celebrate with frat-party abandon and without the faintest interest in what their victory actually means to the people of Iraq. All they know is that they want to go home.

The film captures some of this malaise through the wisecracking of its principals: Special Forces Capt. Archie Gates (George Clooney), a shrewd cowboy type; Sgt. Troy Barlow (Mark Wahlberg), a new father, and Staff Sgt. Chief Elgin (Ice Cube), who is as devout and serious as some of the others are cavalier.

These three may not sound like soldier of fortune material, but they wind up joining forces in a scheme to liberate (i.e., steal) a huge stash of confiscated gold.

In investing this not so unfamiliar premise with energy and novelty, Russell experiments nervously with music-video camera styles. This is a tactic that can and does wind up inadvertently distracting.

The best parts of "Three Kings" concern the crazy paradoxes that the three principals discover, like a bunker full of luxury cars in mid-desert, where civilians are terrified and desperate, and Russell's casual expertise in letting the Iraqis' ordeal begin to color the Americans' story.

The filmmaker's strong implicit criticism of the Bush administration's wartime policy, in which Iraqi rebels were encouraged to challenge Saddam Hussein and then left to the mercy of his army, did not need jazzing up. It comes through most clearly in the increasingly intense and single-minded performances of the film's leading men.

The Pandora's box of camera tricks that is opened here must surely have been intended to capture the speed and disorientation of wartime experience, and the jittery atmosphere in which soldiers' snap judgments are made.

But it takes a sure hand to know when to eliminate the superfluous and let a story unfold on its own terms.

When Russell begins to do that in the latter half of "Three Kings," his film begins homing in on the political and moral conundrums that were always at the heart of this material. But when that finally happens, it remains too little, too late. 

Few recent movies have aspired to work on so many levels -- and pulled it off so smoothly -- as David O. Russell's hugely entertaining and subversive war flick Three Kings.

Not only does the film combine engaging action, rowdy black comedy and stinging political commentary into an exhilarating whole, it also goes in search of the meaning of modern war, fresh perspectives on consumerism and America's role in world politics. For most filmmakers, so much material would be too much to chew on. But for writer-director Russell (Flirting With Disaster), it's a chance to re-imagine the modern war film with style and brilliance.

Three Kings takes place in March, 1991, just as the Gulf War has come to an end. Saddam Hussein has left Kuwait and a ceasefire has been declared. American soldiers stationed in the Persian Gulf, many of whom never saw combat while the war was being fought by high-tech specialists, are ready to head home.

But three of these soldiers -- Army Sergeant Troy Barlow (Mark Wahlberg), Staff Sergeant Chief Elgin (Ice Cube) and Private Conrad Vig (Spike Jonze) -- stumble upon one last adventure when they find a map that appears to indicate where the Iraqis hid the gold they stole from Kuwait. When Special Forces Captain Archie Gates (George Clooney) decides to become part of the action, the four men plan to steal the enemy loot.

The next morning, the soldiers borrow a Humvee and set off in the direction of the gold. Since the bullion remains in the hands of Saddam's army, they have no qualms about claiming it as their own.

This moral nonchalance hits a barricade, however, once our protagonists reach their destination. Stopping in a small village, the soldiers are welcomed with open arms by Iraqi civilians who have been encouraged by U.S. President Bush to stand up for themselves, with the promise that they will get U.S. support for their efforts. For these four men, this foray into a war-ravaged town stands as their first face-to-face encounter with the men and women who are stuck in the middle of a country at war with itself.

The Americans try to pay little attention to the local politics as they load their vehicles with the stolen gold, but Gates and Elgin, a devout Christian, soon have crises of conscience and decide to respond to the threat of the Iraqi soldiers. Before long, the ceasefire has been broken, the soldiers have adopted a group of Iraqis who want their help fleeing the country and the war has gotten all too personal for Gates, Barlow, Elgin and Vig. Their mission has changed from one of greed to one of survival, redemption and moral choice.

Russell has made a name for himself on the independent circuit with the smart comedies Spanking the Monkey (1994) and Flirting With Disaster (1996), but neither of those films could have prepared us for the thoughtful aggressiveness and sly dark humour of Three Kings. What other film would try to make serious statements about war and America's foreign policy at the same time that it features an exploding cow, a milk river, a Bart Simpson doll and a close-up of a needle stab that makes Pulp Fiction look like child's play?

- Rating four out of five

GIs find a treasure map in the desert

The Gulf War death tolls were sandwiched between commercial breaks and the spoils belonged to everyone but the indigenous Arab people, whose jaded contempt for America somehow couldn't stop them, back in '91, from hoarding oodles of our pop tchotchkes.

So it is with heavy comic shame that ""Three Kings'' heads into Saddam-terrorized Iraq after America pulled out. It's the kind of hilarious shame that's so embarrassed it's de-nationalist, wearing its Purple Heart, U.S. flag, gold star, whatever, on the inside of its sleeve. But ""Three Kings'' in all its ragged, sand-swept glory is still a work of strangely bold, distinctly American pop art -- proud to be ashamed, ashamed to be proud, unafraid to ignore its commercial bearings 'cause it can laugh all the way to MENSA before it stops at the bank.

""Three Kings,'' is a post-colonial, post-war, action-heist- comedy-satire-farce-screwball circus that's like ""M*A*S*H'' being churned by a sneering, over-amped organ grinder.

His name is David O. Russell and the writer-director, after two movies, has revealed himself as a filmmaker who officially matters. With this, he's invited himself into the (lack of) combat-induced hangover that was the end of the Gulf War and he didn't bring any Tylenol, just more ammo for its pandemonious after-party.

For the guys in "Three Kings," the Gulf War was more FUBAR than trying to save Private Ryan, and most of them didn't even fight. In fact, when we're introduced to a bunch of guys in the Army Reserve, their trigger fingers itch and they're butt-sore from riding the Gulf War bench. So they play desert games and Sgt. Troy Barlow (Mark Wahlberg) accidentally shoots a guy.

Cut to: those same soldiers and a couple of dozen more cracking a few beers and turning a tent-barracks into a makeshift frat house cold-rocking to Public Enemy and Snap; Special Forces Capt. Archie Gates (solid George Clooney, doing no wrong) humping the pretty, mock-CNN correspondent (Judy Greer) on a chair.

Naturally, when Troy and his hick sidekick, Pvt. Conrad Vig (videomaker Spike Jonze), discover a treasure map protruding from an Iraqi's nether region like a bad suppository, they see it as an opportunity to get some action and some bank.

The map leads to tens of millions in dollars in gold that Saddam Hussein stole from Kuwait, and the four guys who go after it are high on "Kelly's Heroes" bravado. They hop in a Humvee, thinking it'll be relatively easy to retrieve the loot, as if being Americans not only entitles them to the gold's re-theft, but empowers them.

One blown-up cow, one exploded milk tanker and dozens of angry, agonizing Kuwaitis later, Archie, Troy, Conrad and God-fearing, Jesus-loving Chief Elgin (Ice Cube) are more emasculated than they were when they jumped in that Humvee, drowning in more fabulously chintzy merchandise than a "Wheel of Fortune" marathon.

In fact, there's so much stuff -- Bart Simpson dolls, miles of denim, Benzes, Bentleys, Luis Vuitton luggage, stereos, TVs, now outmoded cell phones -- the film looks like it's awash in the detritus of a busted pinata. (And in Russell's haywire, anything-is-possible care it wouldn't be surprising if it was Pat and Vanna who broke it open.)

In one great moment, Archie, Troy and Chief stumble into a lair with the gold, guarded by Saddam sentinels entranced by news footage of the Rodney King beating and smitten with Eddie Murphy's "Party All the Time," which may as well be the jam of the year over there.

It's a harrowing, funny, surreally grotesque scene woozy and taut with all the film's media, racial pop-culture tensions. At its crassest and most complex, the Gulf War was about stuff.

"Three Kings" owes a great deal to Robert Altman's "M*A*S*H," which was as intricately folded into itself as an origami M-16. Its comedy came from the irony that a college dorm/paradise and a war environment could coexist, so long as Altman and his characters were flipping anti-establishment birds. But infused in "Three Kings" shenanigans is a sober biblicality and sense of greater good that Altman, at his most flippant, didn't have to assume.

Russell's film treads the same land-mine-strewn dangerous ground Iraq intended for the Bush administration with the right-minded wherewithal to try to do the right thing in a desert in which everything is so foreign and wrong it may as well be set on Tatooine.

But if "Party All the Time" is the film's unofficial theme, Russell supplies a beautiful, searing comedown in which the Arab characters speak for themselves.

Amir (Cliff Curtis), a displaced Kuwaiti leading a group of fellow refugees, agrees to help the soldiers carry the bag of gold across the desert, if Archie, Chief and Conrad help them get across the Iraq-Kuwait border. That request is juxtaposed with Said, one of Saddam's soldiers ("L'Haine" star Sai·d Taghmaoui) strapping Troy to a chair and electro-shocking him.

It's an exquisitely executed scene with the enthralling Taghmaoui turning anguish into quiet seething as Said articulates his grief over having lost his family in a war that in his estimation was about oil.

It's an encounter that begins with a metaphorical question about Michael Jackson and ends in torture. We've seen the American-gets-abused-foreigner sequence before, but never with the personal-political dimensions operating here.

Curtis and Taghmaoui are two of the great performances eddying around the film, which gives Walhberg's sweaty deadpan the comic hue it's needed. He's never been more dynamically effective, along with Cube, expertly throwing lines away like they were leftover casseroles; and Jonze playing a churlish Timothy McVeigh is da bomb.

Mykelti Williamson is the hothead captain looking for the AWOL soldiers. And Jamie Kennedy plays a Gomer Pyle-ish private assigned to distract Nora Dunn's acerbic, staggeringly funny Christiane Amanpour knock-off from doing a story on Archie and the treasure.

Russell's filmmaking takes on the overlit, schizo, shifting-film-stock crazy-cutting of an Oliver Stone day-mare in which the sun even seems to wear a party hat. The frenetic roving hand-held cinematography-stuntwork by Newton Thomas Sigel and Robert K. Lambert's editing as Sigel's partner in breakneck crime create the dizzy disorientation of its setting.

The style also complements Russell's screen-writing, which is still as character-obsessed as "Spanking the Monkey" or "Flirting With Disaster," only now it's the characters' content that matters as opposed to their neurotic dysfunction, suggesting Russell has learned to stop worrying and just ride the SCUD, Slim Pickens-style, into oblivion.

EVALUATION ÷.÷.÷.ì 

COMEDY-DRAMA: Starring George Clooney, Mark Wahlberg and ice Cube. Directed by David O. Russell. (R. 110 minutes. At Bay Area theaters.)

Hollywood makes wonderful anti-war movies seven or eight years after every war -- never during one, when it might do some good. Maybe it takes that long for people to admit that the enemy was human, that the soldiers on the other side weren't really the enemy after all.

It was beginning to look as though the Persian Gulf War might go ignored, but now there's ``Three Kings.'' It's George Clooney's best showcase to date

--a picture that is as strong as the war itself was dubious and one-sided.

The film's political point of view is open to debate. Some will come away feeling that America had no business there; others, that the war should have continued and toppled Saddam Hussein. But there is no questioning the film's humanity.

In the modern world, the truth is best conveyed through a combination of tragedy and farce. So we get the wonderful opening scene, which sets the tone: Mark Wahlberg, an Army sergeant, is in the desert when he notices an Iraqi soldier standing on a hill. The camera doesn't zoom in to let us know what the soldier is doing up there. We, like Wahlberg, can only guess. The soldier may be trying to surrender.

The moment is unheroic and absurd, even faintly ridiculous. Wahlberg sees that the Iraqi has a gun; he panics and shoots him, then runs over to see this poor, gasping guy. This sight hangs over the first half hour of ``Three Kings'' like poison gas.

As Sgt. Barlow, Wahlberg isn't a bad fellow. In fact, he's sweet-natured. But sometimes circumstances are so confounded that everybody winds up dirty. When next we see him and his friends, partying over the end of the war, we remember the dying Iraqi and can't help seeing the Americans as the Iraqis might: as a pack of feral ignoramuses.

``Three Kings'' is a tough movie. It was written and directed by David O. Russell, whose last film was the comedy ``Flirting With Disaster.'' Going from a chamber comedy to a movie of this scale is like going from painting miniatures to murals, but Russell maintains his command of detail.

It's March 1991 in Iraq. The war is over and career Capt. Archie Gates (Clooney) is wondering, ``What did we do here?'' He is cynical about the military and doesn't look forward to civilian life. When a map falls into his hands showing where Hussein has stashed Kuwaiti gold, he sees his chance. With three other soldiers -- a staff sergeant (Ice Cube), a hapless private (Spike Jonze) and Barlow (Wahlberg) -- he sets out to find the treasure. He expects it to take no more than an afternoon.

Two movies ago, Clooney was an insecure leading man who could not stop nodding his head. Now he has weight and gravity. When he tells the private about getting courage, we believe that he has come by this knowledge through experience.

He also makes us believe that his character has a conscience: Finding the gold is easy; standing by while Iraqi soldiers put down a civilian uprising is impossible. He can't walk away and let innocent people get slaughtered. It's not an option. The cynical Gates discovers himself by finding something bigger than self-interest.

From there, life gets complicated for the American adventurers -- dangerous, too. When violence breaks out in ``Three Kings,'' it's never easy. Russell films gun battles in slow motion, so the effect of every bullet is felt. He even shows the damage a bullet does as seen from inside the body.

There are no villains. Russell puts truths in the mouths of minor characters and even makes an Iraqi torturer somewhat sympathetic. The Iraqi explains that his 3-year-old son was killed by an American bomb and rants that Michael Jackson's plastic surgery is evidence of American racism and perversity.

At the same time, Russell uses humor to undercut tension and emphasize the human element. At one point, Barlow, in the midst of shots and explosions, calls his wife on a cell phone. ``Hi, Gooney Bird,'' he says.

``Three Kings'' could have been a wise-guy adventure story. Instead it is --and is likely to remain -- the definitive film about the Persian Gulf War.

Sitting in a hotel room that commands a great view of Key Bridge, the Potomac and the Georgetown waterfront, filmmaker David O. Russell ponders definition. How to describe "Three Kings," his new movie?

There's no question the film is more than an action-adventure seriocomedy about the Gulf War. The story begins with the cease-fire. Four American soldiers in the desert – George Clooney, Mark Wahlberg, Ice Cube and Spike Jonze – are left vaguely frustrated by the technological bombing blitz, which left the infantry somewhat high, dry and unused.

When they learn about stashes of gold bullion in the vicinity, which Saddam's troops have supposedly stolen from the Kuwaitis, the lure of war booty beckons them. But their get-rich scheme to steal the gold turns into something completely surprising: a journey into the heart of another culture.

"It goes from a "M*A*S*H"-like environment to a more emotionally affecting environment," says the writer-director. "If I had to describe it, I'd say it's a sometimes satiric, raucous adventure that has some surprisingly strong emotions in it."

For Russell, best known for his satirical comedies, "Spanking the Monkey" and "Flirting With Disaster," this was a whole new campaign. What surprised him most about the war, he says, was its aftermath, in which the Iraqis rose in revolt, thinking they had American support. They were wrong. Russell's movie uses this as a social backdrop to the soldier's journey of discovery.

And Russell is never far away from his signature, comedic flourishes. Russell recalls two of many favorite moments when he improvised humorously. The first was getting Jonze – playing a goofy southerner – to imitate the ululating Iraqi women, only to be told such an activity is only done by women.

The second was when Russell instructed a supporting actor, playing yet another GI goofball, to make an inappropriate play to kiss Adriana Cruz (Nora Dunn), who happens to be the meanest on-air war journalist in the valley. In the movie, when the soldier reaches for a smacker, Adriana – without missing a beat or even saying anything about it – simply shoves him away as if he were a pesky dachshund. It's a hilarious moment.

What's his next movie? Russell says he has no particular plans. Although he had a tremendously positive experience making "Three Kings," there's one thing he knows about his next project.

"It won't be about the military." 

"We three kings are stealing the gold," sings Pvt. Conrad Vig (Spike Jonze), a twang-voiced redneck who has just learned that joining the1991 Gulf War may be the smartest financial investment he's ever made.

In David O. Russell's enormously entertaining "Three Kings," the war against Saddam Hussein has just ended. And boy was it easy, thanks to the sophisticated attacks from the skies.

But for the career officers and grunts pitching tents in the deserts, where was the fight? And where the glory? As the infantry prepares for its battle-free return, news of a trove of Kuwaiti gold – plundered by the Iraqis and stashed in desert bunkers – comes from the unlikeliest of places. I could get clinical about that, but let's just say GI's discover the treasure map on the person of a captured Iraqi soldier.

Major Archie Gates (George Clooney) pores over the document, attended by the reservists who found it: Conrad, Sgt. Troy Barlow (Mark Wahlberg) and Staff Sgt. Chief Elgin (Ice Cube). This is it, he thinks. This is the point of the war. This is what we take back. The four soldiers could leave at dawn, raid those bunkers and be back before you could say "AWOL."

"Just one stash would be easy to take," the major tells them. "And that would be enough to get us out of our day jobs, unless you reservists are in love with your day jobs."

There would be some immediate hurdles, of course. Keeping their superiors in the dark would be a big one. So would storming the bunkers, still patrolled by the enemy. They'd also need to evade the clutches of Adriana Cruz (Nora Dunn), an obnoxious TV news reporter (seemingly inspired by CNN's Christiane Amanpour) who won't let anything get in the way of an exclusive, career-enhancing story.

Chief's an airport baggage handler in Detroit. Troy has started a new family back in Detroit. Conrad is unemployed, never finished high school. Gold for free? No questions asked? No problem, Major, Suh. That's when Conrad sings that "We Three Kings" song.

But as the foursome sets off in their Humvee for Karbala, no one's aware of the biggest hurdle facing their mission: David O. Russell, their omniscient creator.

If you saw Russell's "Spanking the Monkey" or "Flirting With Disaster," you'll know that the writer-director (who scripted "Three Kings" from a story by John Ridley) is the artistic equivalent of provocateur.

He confounds his character's intentions from the get-go – almost to the point of terrorism. He wires and rigs his stories with surprise. No one walks through Russell terrain without major incident – serious or comical. Archie and company discover both.

They learn that there's more to life than gold; that the enemy has faces, hopes and children in danger of bombardment; that the enemy is divided into haves and have-nots, is scared of Saddam, drinks Coca Cola. And when he finds himself trussed with electrical wires to a rudimentary torture device, Troy also learns that the enemy wants to know the problem with Michael Jackson.

"What is the problem with Michael Jackson?" demands his captor, Capt. Sa'id a second time. At that point, things – as you might guess – haven't  gone exactly as planned. Troy, who has all but forgotten his need for gold, is facing the wrath of a rattled, proud adversary. And in Russell's powerful scheme of things, he's also facing a fellow father, whose compassion exceeds his hatred.

But we get ahead of ourselves.

Said Taghmaoui, the actor who plays Capt. Sa'id, is one of Russell's strongest, anti-bigotry devices; his humanity detonates all over us. There are positive explosions, too, from the numerous Iraqis who figure in the second half of the story, including Amir Abdullah (Cliff Curtis), another Iraqi father and a political thinker, who suffers for his beliefs from Saddam's troops.

On the subject of bigotry, Russell takes on anti-Arabic slurs with unerring, seriocomic panache – by using every darn one of them. His point is, get this stuff out in the open, then meet the people who supposedly fit the description – but don't.

But "Three Kings," filmed in bone-dry desertscapes in El Centro, Calif.; Mexicali, Mexico; and Casa Grande, Ariz., is far from  tedious, politically correct tract. It's too full of variety, from action-adventure (Troy plugs an Iraqi with amazing precision at the beginning) to black comedy to humanistic drama (less revealed about that, the better). But whatever is going on at the time, Russell is never far from his irreverent taste for the humorous. There's an amusing, running argument between Chief and Troy about whether or not Lexus makes a convertible. And there's a hilariously inspired scene in which our American heroes storm a Republican Guard post in a Mercedes Benz. Russell cuts from the frenzied din of confusion among the fleeing Iraqis – who are convinced the imported car contains a very angry Saddam – to the interior of the Benz, where America's finest are listening to the easy sounds of the Eagles' "If You Leave Me Now" on the CD player. And at that point of the movie, there are many more surprises to come.

Each war gets its own mythology, thanks to cinematic reinterpretation, and with "Three Kings," the Gulf War takes its lumps as a soulless, technology and media-orchestrated event.

That's the background for this compulsively watchable tale of four American soldiers letting off steam in the Iraqi desert after the March 1991 ceasefire. These fellows didn't see any action during the high-tech maneuvers of Operation Desert Storm, but now that they've gotten their hands on a map to Saddam Hussein's bunkers, there will be action to spare.

George Clooney, Mark Wahlberg, Ice Cube and that ubiquitous chameleon Spike Jonze (he directed the wacky "Being John Malkovich," currently at the New York Film Festival) play the strong-jawed soldiers who climb into a Humvee with their secret map and a selfish plan to get a little piece of the pie for themselves.

Actually, it's a big piece of the pie. Saddam's henchmen have stashed so many gold bars in an underground bunker, the things rip right through the suitcases holding them.

Luckily for the guys, there's more designer luggage down there. Plus TVs, cell phones, computers; the bunker is a veritable Costco, a warren of American-style merchandise that fell off the back of a Jeep. While the Iraqi peasants can't even get a bowl of milk for the kids — Saddam's men actually blow up a milk truck rather than see anyone get fed — there's plenty of useless riches below ground. It's like the final scene from "Greed" — gold, gold everywhere and not a drop to drink.

The four Americans are here for the payload, but decency has an annoying habit of getting in their way. The movie lets you enjoy the guys even when  they're acting quite badly, but it also keeps you on edge about their true natures. (Are they really going to leave that woman dead in the dirt with her child crying beside her?)

The story is something like riding in a Humvee — lots of hairpin turns where you're not sure the traction will hold. And yet it does, largely thanks to the solid cast, with Clooney leading the pack as a soldier so self-possessed he inspires loyalty even when making bad decisions.

After two very personal indie films ("Spanking the Monkey" and "Flirting with Disaster"), writer-director David O. Russell paints on a comparatively giant canvas. This was filmed in California, Arizona and Mexico, but "Three Kings" looks impressively like the Iraqi nowheresville captured for the rest of us on CNN. (Media manipulation is also a big theme, with Nora Dunn playing a frustrated journalist trying to wrangle a story out of this micromanaged war.)

In addition, the movie opts for a distinctive bleached look that simulates staring into the desert sun too long. It whitens and seems to wither the very edges of the screen, so very little is needed in the center of the frame to suggest legions of soldiers or expanse of desert.

One of the pleasures of the movie is its old-fashioned celebration of American moxie. But that is combined with a jarring set of ethics and a sense that modern warfare is nothing but one non sequitur after another. The result is a daring, teeth-grinding experience that doesn't let the viewer rest easy.

Verdict: A sardonic, rock-'em, sock-'em Gulf War flick.

Details: Starring George Clooney, Mark Wahlberg and Ice Cube. Written and directed by David Russell. Rated R for graphic war violence, profanity and sexuality. 1 hour, 51 minutes.

Review: "Three Kings" is set in the war of the stretch limos.

Far from the mostly chin-up heroism of "Saving Private Ryan," this cynical, intentionally ragged movie about the Persian Gulf War finds U.S. soldiers commandeering Saddam Hussein's pilfered luxury cars amid their renegade quest to grab stolen Kuwaiti gold. It's not so much about American bravery as political savagery.

Here, George and Bush are dirty words. A lot of the bitter fighting is between jaded journalists jockeying for the hottest story. Never mind that the oil fields are brightly burning and that Iranian wildlife is paralyzed and dying in thick, black goo. That was yesterday's news.

With all its kicky visual posing and dark humor, "Three Kings" hankers to be the next war-is-freaky "Apocalypse Now," the next insanity-reigns "From Dusk Till Dawn," the next violence-as-art "The Matrix."

It's not nearly any of those. But "Three Kings" does have juice. George Clooney, Mark Wahlberg and Ice Cube portray three ordinary, bored American soldiers stuck in a base camp in desert-strewn Iraq while waiting out the high-tech war's inevitable conclusion. They find a map on an Iraqi prisoner — let's just say it's hidden on his person — that apparently will lead them to Saddam's stash of stolen Kuwaiti gold bullion worth billions.

They go AWOL in a Humvee into Iraqi territory to find their shiny treasure. And, in a sort of "The Magnificent Seven" twist, come face to face with anti-Saddam civilians being rounded up, tortured and executed by Iraqi soldiers. In this movie's mindset, these are the same civilians President Bush encouraged to rise up against Saddam, only to be left behind after America's chest-beating victory.

"Three Kings" isn't entirely the contrived  rogues-turned-heroes story you've seen in "Gunga Din" or "The Dirty Dozen." Writer/director David Russell ("Spanking the Monkey," "Flirting with Disaster") would rather rock the casbah. Keeping a heavy political hand on the script, Russell jump-starts the soundtrack with pop-heavy radio tunes and pumps the visuals with freewheeling camera pans and zooms. The images are pointed and sometimes disturbing. Bullet trajectories become slow, jerky paths to pain. How often do you witness what happens inside somebody who's taken a slug in the gut?

All three stars are fairly adept at the unskilled bravura of "Three Kings." Clooney plays Special Forces Capt. Archie Gates with the trademark icy coolness that worked so well in last year's "Out of Sight." As Sgt. Troy Barlow, a young, impressionable Army Reserve soldier plucked from his family to wage the good fight, Wahlberg evokes a credible mix of nerve and naivete. And as Staff Sgt. Chief Elgin, an airport baggage handler in Detroit when he's not toting military firearms, Ice Cube subtly  bolsters the group's emerging sense of morality.

Underscoring the film's persistent, crazed comic relief, Nora Dunn, as a driven TV journalist, Jamie Kennedy ("Scream"), as her wacked-out military escort, and Spike Jonze, as an unschooled redneck private, are all believably goofy.

This Gulf War is combat littered with human suffering and the immense booty of Kuwait — cell phones, coffee makers, jewels, gold bars and those long, long limos.

What is war good for? In the unkept promises so bitterly displayed in "Three Kings," absolutely nothing.

— Bob Longino, Cox News Service

This Weekend At The Movies: Reliving Desert Storm

By Bob Tourtellotte

LOS ANGELES (Reuters) - George Clooney's new movie set in the Gulf War, ``Three Kings,'' looks to sweep past the competition at box offices this weekend as swiftly as U.S. troops stormed across the desert in 1991.

Unlike the U.S. troops, Clooney and co-stars Mark Wahlberg and rapper Ice Cube, face formidable competition from critically acclaimed holdover ``American Beauty'' as well as newcomers ''Mystery Alaska'' and ``Drive Me Crazy.''

But supporting ``Three Kings'' is a triumvirate of Hollywood marketing hooks that spell box office blitzkrieg: an action movie  that appeals to men, leading actors who appeal to women and a war story with humanity, which critics love.

The Los Angeles Times Friday called ``Three Kings'' ''unexpected in its wicked humor, its empathy for the defeated and its political concerns,'' and the Wall Street Journal said the ``visionary film leaves you elated and agog.''

"It has elements of several great films like 'Lawrence of Arabia' and 'Schindler's List' because in all three films you start out doing something for mercenary reasons and personal gain, and eventually you do what's right,'' said Clooney, who stars as Sgt. Maj. Archie Gates.

Gates learns of three regular soldiers who, while arresting Iraqi troops, ferret out a map showing the secret locations of gold bullion that Saddam Hussein has stolen from Kuwait.

He quickly enlists the soldiers (Wahlberg, Ice Cube and Spike Jonze) on a day-long, clandestine mission to steal the gold from the Iraqis.

As is typical in a Hollywood movie, things don't go exactly as planned. Atypical, however, is that several things do go right. The soldiers find the gold pretty quickly, and are able to load it up to take it back to their base fairly fast.

On the way back to base, however, they run into problems and are helped by a band of Iraqi rebels who want to escape the country. The soldiers are torn between their dreams of wealth, and their desire to help people escape Saddam's rule, which is their reason for being in the Gulf in the first place.

The movie's premise, its music and the production values all make ``Three Kings'' a good movie, but it's the blending of politics and war, the skewing of who is right and who is wrong, and the use of comedy to make some serious points that have the critics singing the film's praises.

HOLLYWOOD (Variety) - George Clooney and Robert Lawrence, who formed their production partnership three years ago under the Maysville Pictures shingle, are calling it quits.

Clooney will continue to operate the Maysville banner under its first-look film and television deal with Warner Bros. It's
understood that WB and Clooney are in talks to renew the actor's deal with the studio -- the pact was scheduled to expire in November. It's not clear what Lawrence will do next.

Clooney, who stars in WB's upcoming release ``Three Kings,'' and Lawrence will continue to work together on several projects they have in development under the Maysville banner, including ``Metal God,'' set to star Mark Wahlberg for a
February start.

Company Press Release
SOURCE: Warner Bros. Online

'Three Kings' Director Shares Filmmaking Secrets on the Web: Warner Bros. Launches www.davidorussell.com

Site is Latest of Warner Bros.' Directors Series of Web Sites

BURBANK, Calif., Oct. 1 /PRNewswire/ -- Warner Bros. announced today the launch of its latest filmmaker Web site,
www.davidorussell.com. The site, built with the support and creative input of writer-director David O. Russell, will be live on October 1, coinciding with the opening date of his latest film, ``Three Kings,'' which stars George Clooney, Mark Wahlberg and Ice Cube. Initial planning and design was an outgrowth of talks the director had with Warner's Web design team for the creation of the ``Three Kings'' site.

The new site features Russell's official biography, filmography, and associated video clips and behind the scenes photography from the sets of his other movies, including ``Flirting With Disaster'' and ``Spanking The Monkey.'' Russell has included his personal favorite links to other sites of interest, including that of his current work, at www.three-kings.com.

Russell's plans for the site include enabling fans to send E-mail to the writer-director, and read questions and responses from other fans' emails. Visitors to the site will also be invited to return regularly to the ``Featured'' section of Russell's site, where he will upload content he has created himself, personal anecdotes, pictures and other exclusive elements.

The site is the latest of a continuing series of filmmaker sites. The company launched www.rennyharlin.com in July and is currently developing sites for a number of other directors. A special Web-only presentation is currently in development with Damon Santostefano, the director of Warner Bros.' upcoming comedy, ``Three To Tango,'' with Matthew Perry, Neve Campbell, Dylan Mc Dermott and Oliver Platt.

The www.davidorussell.com site and others in the series of director sites are written, designed, and produced by the New York-based Warner Bros. Theatrical New Media department and Warner Bros. Online New York. The group has created more than 50 movie and entertainment Web sites since 1995. For more information, please call Harry Medved at 818-977-3011. 

As ER's Nurse Hathaway can attest, George Clooney is quite the charmer.

And so it has come to pass that in an era of ceaseless protests over reputedly insensitive portrayals of ethnic groups in film and television, Clooney's new Gulf War drama, Three Kings, is being praised for its depictions of Arabs and Muslims.

"The producers went out of their way to sensitive to cultural issues," says Hala Makfoud, president of the American-Arab Anti-Discrimination Committee in Washington, D.C. "For one, they portrayed Arab people as people with different stories, not a uniform mass as we often see them in movies."

Also cheering the war flick, starring Clooney, Mark Wahlberg and Ice Cube, is Los Angeles' Muslim Public Affairs Council. The film shows "the human face of the Iraqi people" for the first time, a representative told Associated Press.

Kings, written and directed by David O. Russell (Flirting With Disaster), is the morality tale about a group of American soldiers who evolve from cold-hearted, would-be gold thieves to heroes who save persecuted Iraqi civilians.

Along with drawing praise from ethnic groups, Kings is looking like a critical darling, as well. Reviewers nationwide are calling it a hit.

"When it comes to rousing action, whip-smart laughs and moral uplift that doesn't blow sunshine up your ass, Three Kings rules." (Rolling Stone)

"This dark comedy manages to be both disturbingly powerful and powerfully funny." (Newsweek)

"Off-and-on cynical and sentimental, Russell's darkly comic tale shows how much can be done with familiar material when you're burning to do things differently and have the gifts to pull that off." (Los Angeles Times)

Kings is in a league of its own for not drawing fire for its portrayal of ethnic groups. In March, Hindu activists attacked TV's Xena: Warrior Princess for disrespecting their deities.

And that was only the most recent example. In 1998, UPN's comedy, The Secret Diary of Desmond Pfeiffer, angered
African-American groups for trying to have fun with slavery. Also, the Bruce Willis political thriller, The Siege was met with protests from Arab-Americans and Muslims for its stereotypical portrayal of Middle Easterners.

Through the years, Italian-Americans have launched several protests over meatheaded, murderous Mafioso portrayals on TV and film. 

By Robert Philpot
Star-Telegram Staff Writer

Not too many filmmakers videotape themselves being interviewed, or cite books by former President Bush during those interviews. But not too many filmmakers are like David O. Russell.

This is a guy whose first film, Spanking the Monkey, was a film-festival favorite about a young man who has an affair . . . with his mother. Whose second film, Flirting With Disaster, was a screwball comedy about a young man's ill-fated search for his birth parents. Whose third film, Three Kings (opening today), seems like an out-of-character choice: It's an action movie.

But not too many action movies are like Three Kings, which stars George Clooney, rapper-actors Ice Cube and Mark Wahlberg, and video director Spike Jonze as U.S. soldiers who go after a cache of stolen Kuwaiti gold only to find their renegade mission turning more serious in Iraq.

Laced with dark humor, filled with surreal touches, and filmed and edited to create a sense of disorientation, Three Kings also makes some pointed observations about U.S. policy in the Persian Gulf immediately after the gulf war -- chiefly, about how once Kuwait was liberated, Iraqi civilians were left to fend for themselves in an uprising against Saddam Hussein.

Until Russell began working on the movie, though, he didn't know all that much about the war -- or more specifically, its aftermath, the days in which the movie takes place.

"I was just like everybody else," says Russell during a Dallas stop, as a friend videotapes the interview for a project Russell is working on. "I just saw the bombs like fireworks going off at night on TV. I was at the Sundance Film Festival, and I thought it was the most riveting show in town. It was the most bizarre and sort of sickening, in a way. And that was it. I didn't pay much attention until I got this opportunity, after making two movies, to make this, y'know, kind of the MASH of Desert Storm, in a way."

Russell spent 18 months researching the war, and although the story is fiction, much of it has some basis in fact.

"It is true that these guys were partying," Russell says, referring to U.S. troops who remained stationed in the Persian Gulf area after the war. "It is true that there was an [Iraqi] insurrection, it is true that there was $800 million in bullion stolen that went missing until long after the war was over, it is true they had Bart Simpson on the front of some trucks, it is true that there were cows in the middle of the battlefield, it is true that milk trucks were blown up inadvertently -- by our Army sometimes -- it is true that the guys went for joyrides in the days after the war ended, and that those things are not enforced as harshly as they are
during the war."

It is also true that, despite much pre-release acclaim, Three Kings could be a tough sell. Russell is aware that it might turn off some of the fans he earned with his first two films. He's aware that the movie might not attract the types of moviegoers who don't care for action movies. And he's aware that the movie criticizes the policies of a president who has strong Lone Star ties, and whose son is a leading contender for the next presidency.

"I'm conscious of being in [President] George Bush's state, and I think that the questions that I raise, or that history raises, I think that George Bush has acknowledged himself," Russell says, going so far as to read aloud passages from A World Transformed, which Bush co-wrote with his national security adviser, Brent Scowcroft.

Russell is aware that the movie's comic side might be misinterpreted. And he wants people to know that despite the movie's dark humor, he respects the U.S. troops. He relates a story told to him by Maj. Jim Parker, a Vietnam and Persian Gulf War vet who acted as an adviser on the film, and who died during production (the film is dedicated to him).

"He told me that he was . . . with the 82nd Airborne," Russell says. "And those are the most gung-ho kids, and they were in tears because they didn't understand, they were confused by the fact that the war was over, yet Saddam Hussein was over there, crushing a democratic uprising, and they were to do nothing about it. And at night, they would take it upon themselves to do things to help the rebels, which they were not supposed to do."

Although the movie's violence is graphic (to the point of showing what a bullet can do to the inside of a body), it's not exploitative or excessive; rather, it's one of the strongest cinematic depictions yet of the pain that violence can cause. Russell acknowledges that some parts aren't for the squeamish, but he believes that the movie will score with audiences who usually steer clear of this kind of fare, if only they'll give it a chance.

"When we previewed the movie . . . I was surprised to see that the women's scores were in many cases higher than the men's scores," he says. "I think that's because of the heart the movie has coming down the homestretch. And that it has a human approach even to the action, y'know, the guy gets a splinter in the middle of an action scene. That they end up having a face."

With "Three Kings," a major film which seems to have come out of nowhere, David O. Russell brings the hard, economical style and sensibility of independent movies to a familiar genre. Russell, a staple of the Sundance Film Festival, has come up with a bracing, invigorating reinvention of the war movie. He gives it a shot in the arm.

A work of alert intelligence, "Three Kings," set during the last days of the Persian Gulf War, is not the first film to acknowledge the fact that television news coverage has profoundly changed the way we react to both war and war films. It is, however, the first to not only incorporate news coverage into its plot, but to also utilize TV techniques.

Russell's edgy pacing here and the assorted styles he's adopted create an exciting, restless immediacy. He'll put us right in the middle of all the action and then, in an abrupt, unexpected about-face, make us observers, filtering the same scene through the relentless eye of an ever-present minicam.

"Are we shooting?" a young American soldier asks as the film opens in the Iraqi desert in March 1991. He could be talking to his fellow recruits about the guns they're carrying. There's music blaring and the guys, looking like a lot of idle frat boys, are goofing off in the desert.

Or his question could be directed to the obligatory TV news crew that's on hand to tape everything. The presence of news correspondent Adriana Cruz (played with brittle amusement by Nora Dunn) and her crew make the surreal aspect of war seem even more abstract and bizarrely funny.

The opening question is no sooner asked when an Iraqi soldier shows up in the distance, only to have his head hastily blown off by a confused American soldier. Almost immediately, "Three Kings" has given us a burst of comedy, a burst of violence and a lot of weirdness. At first, it feels a lot like Robert Altman's "M*A*S*H" as it introduces all of its main characters, giving them overlapping,  improvisatory-sounding dialogue, which is spit out at a fast, steady clip.

Russell pushes his plot ahead with impatient speed. We meet the three soldiers who are probably the title characters -- Sgt. Troy Barlow (Mark Wahlberg), a kid with a wife and baby back home; Chief Elgin (Ice Cube), an African American who both identifies with the "towelheads," as the Shiite Muslims are called here, and feels apart from them; and a hillbilly redneck, Pvt. Conrad Vig (played by Spike Jonze, the actor-music video filmmaker who makes his directorial debut with the upcoming "Being John Malkovich").

These three men will be called into action for one last assignment by Sgt. Major Archie Gates (George Clooney) of Special Forces when, during a body search, a map is found on an Iraqi soldier. It appears to give the location of a cache of Kuwaiti gold bullion that was looted by Sadam Hussein's troops and stashed in secret bunkers in a nearby village. It's a mission too good -- and too seemingly sure-fire -- to pass up. So the guys jump into Gates' Humvee and go off on a caper-adventure.

They want that gold.

While "Three Kings" never quite loses its connection to "M*A*S*H" as a military-life satire, as the guys go off, the film goes off, too. It evolves into something part-hybrid and part-original. Sometimes it seems like a war-torn version of "The Treasure of the Sierra Madre," John Huston's blunt, very masculine 1948 drama about greed and paranoia. At other times, it works as a "Pulp Fiction"-style variation on the war drama, with stark, artistic episodes of violence.

Russell takes us inside a man's body, for example, to show a bullet penetrating his skin and ripping apart his organs, a piece of bravura filmmaking imagery.

But "Three Kings" never forgets the kind of movie it is, and it honors its war-film heritage. Which means that Russell knows when to be conventional -- when to be sentimental and when to make an anti-war statement or, more specifically, a commentary on the exact meaning of the United States' involvement in Kuwait and its Operation Desert Storm. During their trek, the guys are enlightened by some hard truths and ugly facts of life. It turns into a tale of chivalry, and Russell pulls off this transformation by giving distinct human faces to the Iraqi people, several of whom join up with Gates and his men, all becoming something like a traveling, ragtag extended family.

"Three Kings" will surprise and catch you, as it exudes warmth and a thoughtfulness you'd hardly expect.

The acting is first-rate, with Clooney's satisfying Movie Star turn surrounded by performances that almost feel like something out of a documentary, realistic and direct. And using Dunn as the female lead is an offbeat idea that really works. She fits in perfectly with the film's unstable, loose-screw quality. But the real star here is director Russell, who keeps matters so freaky that this quality applies even to the way he handles his camera.

He makes sure "Three Kings" builds on just about every level. He makes sure that when it's over, you know that you've seen something. Definitely.

NEW YORK- One of the ads for "Three Kings" quotes a film critic calling it "the savviest, wittiest war movie in years." This raises the interesting question of whether wittiness is one of the qualities a war movie ought to have.

There's a great deal of dark humor in classics like "M*A*S*H" and "Dr. Strangelove," of course, but those are antiwar movies
with pointed messages to deliver.

For a few welcome moments scattered here and there in the story, "Three Kings" makes sharp comments of its own, shining
a bitter light on the cruelty and absurdity of war in general and the Persian Gulf War in particular.

But most of its running time is taken upwith a noisy celebration of guns and gore, via a steady stream of shootings, explosions, chases, and the nastiest torture scene this side of a Mel Gibson movie.

While boisterous laughs aren't missing from the package, "wit" is hardly its most conspicuous trait, even if it was directed by  David O. Russell, whose previous pictures - "Spanking the Monkey" and "Flirting With Disaster" - are justly respected comedies.

The overall shallowness of "Three Kings" is especially regrettable since so much genuine talent has gone into the picture.

George Clooney, Mark Wahlberg, and Ice Cube give ferocious performances as the main characters, American soldiers who
segue from the Gulf War to a clandestine search for gold bullion hidden in Saddam Hussein's secret stash, eventually getting
involved in the plight of terror-stricken refugees.

The filmmaking is even more impressive, as director Russell makes the screen swirl with hard-hitting images and boldly
imaginative editing, then relaxes the pace at just the right moments to hammer home the screenplay's intermittent outrage
over the horror and hatred that warfare inevitably brings.

If that outrage were more consistently felt and more coherently expressed, "Three Kings" would be an important movie on moral as well as technical grounds.

Its ideas and insights are ultimately drowned out by its sound and fury, though, making it a snazzily filmed entertainment rather than a meaningful experience. It may make money, but it won't make  much difference in the way we think or feel.

War in the 1990s - as seen on TV - doesn't feel suited for a movie, and especially not for an action movie. As much as war gets saturation coverage, it's hard to feel close to the conflict. The sprawl of combat, the hellish horror of families slaughtered, and the conflicted, complicated alliances between nations and factions, don't translate well when seen through night goggles, five miles away from the explosions, from the roof of a hotel, or represented as blips on a computer monitor.

Three Kings, the original and exciting new heist movie from director David O'Russell, is set during the last days of the Persian Gulf War, and it is so tuned into this alienation that parts of it even look like CNN footage. The sands are washed out. The    vistas go on forever. Bart Simpson dolls ride shotgun, and the soldiers themselves look bloated on a victory many didn't have much to do with. But by the time this fascinating movie is over, the filmmakers have transcended alienation, and they've made a  movie that's hardly cold, but mad and savvy about the lousy way the world works, and, finally, heartfelt and ridden with an anxiety so profound that it fills every frame.

The movie even begins with Sgt. Troy Barlow (Mark Wahlberg) uneasily pointing a rifle toward an Iraqi standing on a hill, who may or may not know that the war is over. "Are we shooting?" Barlow yells toward the camera, almost as if he's asking O'Russell if the camera is rolling. What he really means is, "Are we still shooting people?"

When O'Russell's camera finally does move, we head into a tent, where U.S. soldiers, bored from weeks of sitting around, are trying out their interrogation chops on captured Iraqi soldiers. This is when one soldier finds a map leading to an Iraqi bunker filled with stolen Kuwaiti gold, and the plot kicks in.

Barlow, Staff Sgt. Chief Elgin (Ice Cube), and Capt. Archie Gates (George Clooney), not thrilled with the prospect of returning to civilian life as they left it, figure they can drive to the bunker in the morning, take the gold, and leave. They're betting that Saddam Hussein's Republican Guard are too busy cutting down its own people, who have been encouraged by President Bush to revolt and then abandoned, to care. And that's pretty much what the soldiers find. The Guard even offers to help them load the gold into their truck, as long as they stay out of the bloody crackdown.

It's a plot even a dumb action movie might be clever enough to concoct, one where the story might finish with a full-blown    Rambo-like insurrection where the Iraqi people overthrow their tyrants. But one of the most surprising things about Three Kings is how careful, without feeling stiff or pretentious, it uses the literal facts of the war, then spins them with a surreal mood.

O'Russell, who made two funny little movies before this, 1994's Spanking the Monkey and 1996's Flirting With Disaster, sees the war as an awful joke - a gas attack looks like a Martian landing; wandering cows and landmines don't mix - with a human catastrophe as the punch line. What stops Three Kings from dissolving into cynicism are the heroes, torn between principle and duty, who don't know if they should laugh or cry. You'll probably do both. 

"Three Kings" might be the last thing you'd expect from director David O. Russell, previously a specialist in independent films of varying notoriety about dysfunctional families: the incest-themed "Spanking the Monkey" and the find-your-birth-parents comedy "Flirting With Disaster."

How did this guy end up making a Warner Bros. action film about a group of American soldiers trying to steal Kuwaiti gold from one of Saddam Hussein's bunkers at the end of the Gulf War?

He wrote the screenplay, for one thing. But any one-line description of "Three Kings" fails to convey the movie's full scope and tone.

The film mixes its action sequences with an offhand comic tone that turns almost absurdist at times; pointed yet poignant drama about soldiers and civilians caught up in geopolitical power games; and a scathing critique of U.S. policy, which allowed Saddam to remain in power and failed to support the popular uprisings it encouraged.

It all meshes together smartly. I only have two real quibbles with the movie. One is the title, a twist on the Christmas carol -- it ignores that there are FOUR soldiers involved in this caper, each equally important. The other is the pace -- the film runs under two hours and starts at a double march, yet at some point it bogs down in the desert and feels long.

Still, how can you criticize a movie in which Ice Cube, survivor of such howlers as "Anaconda" and "Dangerous Ground," comes off as a credible actor? He plays Chief Elgin, a solid presence who acts as a counterweight for the wildly unpredictable, utterly untamed redneck reservist Conrad Vig (memorably portrayed by music-video director Spike Jonze).

Mark Wahlberg scores with the most interesting character, Troy Barlow. He's sort of an older, more intelligent version of Vig, proud to fight for his country -- even though, like most of the ground troops, he never gets to fire a shot.

Their leader is Special Forces Capt. Archie Gates (George Clooney), who doesn't much give a damn anymore and wants to enhance his retirement with a little of Saddam's -- er, Kuwait's gold. "Saddam stole it from the sheiks. I have no problem stealing it from Saddam," he says. Put a little dirt on Clooney's handsome face, tell him to play it hard instead of raffish, and he seems born for the role. He exudes authority, brooks no nonsense and plots a steady course even when the road shifts.

In this case, however, the highway is not only mined, the landscape keeps changing along with the rules.

The gold theft turns into a comedy of errors, which is not all that different from scenes in the Army camp. The soldiers celebrate like high school kids who have spiked the punch. Reporters claw for fresh meat while military officers keep feeding them only what they're supposed to see. "This is a media war. You'd better get on board," one officer tells Gates.

But network reporter Adrianna Cruz (Nora Dunn as the very picture of frustrated aggressiveness) won't buy the run-around Gates arranges for her. The brass notices that a few of their men are missing. The theft is derailed by an unexpected bout of morality. Barlow finds out firsthand how much he has in common with one of "the enemy."

And as we descend into a maze of underground bunkers filled with the latest consumer goods filched from Kuwait, boxes filled with passports (whose, we never find out) and murals of a smiling Saddam presiding over a sunny, happy Iraq, we know this is madness.

Actually, that's clear from the beginning. In a trackless desert, a lone Iraqi stands on a sand hill waving a cloth. One of our guys doesn't know if he's supposed to shoot. The opening sequences were shot in a process that bleaches out the color -- the effect is that of a surreal documentary. Slow-motion action shots and enhanced sound effects of bullets firing add to the movie's strange fascination.

The look changes with the circumstances, but the feeling of weirdness never entirely goes away. Neither does the movie's sense of outrage, once it develops. "Three Kings" is that rarity, a thinking man's action film.

MANCHESTER-BY-THE-SEA - The first traffic light ever seen in this tiny North Shore town went up last week at the corner of State Street and Main. The light works fine; traffic even slows down on cue. But it's an illusion, a Hollywood prop installed by a visiting film crew.

For that matter, so are ''State'' and ''Main,'' two ersatz street signs that reflect the film's working title. Ditto for a neighboring bakery, sporting-goods store, post office, and local bank - all products of a set designer's touch, disguising real businesses that remain open despite the confusion factor.

''Last week, in Gloucester, I saw a lobster boat lying in the middle of the street. Now people walk in here trying to order birthday cakes,'' says Suzanne McCalla of Windward Gifts, a made-over gift shop. She compares life in the two towns these days to being ''a child at Disney World trying to differentiate between what's real and what isn't.''

The blurred line between reality and make-believe is born of a happy (at least for some) coincidence: the filming during the past month of two high-profile Hollywood productions in two otherwise low-profile North Shore communities, which in effect have become key supporting players in the films themselves.

One project is ''The Perfect Storm,'' a $130-million adaptation of the bestseller about a Gloucester fishing crew that perished in the October 1991 No Name storm. Directed by Wolfgang Petersen (''Das Boot,'' ''Air Force One''), it stars George Clooney and Mark Wahlberg. ''Storm'' finished shooting in Gloucester last week, as 900 locals showed up to play themselves in the film's final scene, a memorial service for the missing seamen conducted at St. Ann Church.

The other project, ''State and Main,'' is a more modest ($8million) comedy by David Mamet about a movie company setting up shop in a small New England town and wreaking havoc on the locals. ''State,'' which stars Alec Baldwin and Sarah Jessica Parker, started shooting down the road here just as ''Storm'' weighed anchor for Los Angeles.

The harmonic convergence of two buzz-worthy productions caps another strong year for Massachusetts and its efforts to entice Hollywood filmmakers to its shores and thoroughfares. Despite the obvious art-imitating-life parallels, neither location was an automatic pick, according to state film officials.

Warner Brothers, the studio behind ''Storm,'' initially wanted to save money by filming in Canada. Petersen personally lobbied for Gloucester - and ultimately prevailed. ''State,'' whose fictional setting is actually in Vermont, changed script locales several times.

While both communities stand to reap substantial benefits from having been picked - Gloucester reportedly as much as $15million, Manchester perhaps a third as much - townspeople have also had to put up with traffic snarls, closed streets, off-limits restaurants, and other hassles.

The ''Storm'' crew parked a replica Andrea Gail alongside one of Gloucester's main docks - a ghost ship that made some native fishermen shiver with superstition - and built a movie-set version of the Crow's Nest nearby. The joke around town was that the crew had painted seagull droppings on the bar's roof when all they needed was some scattered food and a little patience to produce the same result. Meanwhile, the real Crow's Nest, a roughneck bar that figures prominently in the real-life saga, was inundated with teenage girls hoping to catch a glimpse of Clooney or Wahlberg, who was living in a small room upstairs.

In Manchester, Susan Ivester, owner of 7 Central, says the bistro has suffered parking and delivery problems since filming began - and those inconveniences don't even take into account the erstwhile customers who see cereal boxes in her front window and turn away, thinking the bar has been replaced by a grocery store.

''The way they transformed the town is exciting,'' says Ivester with a shrug. ''I just wish it didn't cause such aggravation with my business.''

Still, both productions have gotten mostly high marks for community relations. Seldom to be heard are discouraging words about Hollywood hauteur or stars refusing to sign autographs. Clooney and Wahlberg played pick-up basketball with town youngsters. Gordon Baird, a Gloucester club owner and cable-access TV host, called the ''Storm'' crew ''very solicitous,'' and Baird admitted he was skeptical at first.

''I've felt none of the competition between crew and town that you might expect,''' said Baird, while earning his extra's daily pay ($50) by sitting through several takes of the weepy eulogy delivered by actress Mary Elizabeth Mastrantonio in St. Ann Church.

One reason the North Shore is a popular movie venue, notes Massachusetts Film Bureau director Robin Dawson, is its proximity to Boston union headquarters.

Within a 40-mile radius, Dawson says, ''producers don't have to pay per diem housing costs or weekend rates. Plus, it can duplicate Cape Cod, which is outside the zone. When you look at how little product Hollywood is producing right now, it's amazing two films like this are shooting here.''

Sharing in the amazement are North Shore residents like Rosaline Nicastro, a fisherman's widow and great-grandmother who lives across the street from St. Ann. When the ''Storm'' crew broke for lunch at the church last week, Nicastro dished up homemade lasagna and meatballs to a hungry gang that included the film's executive producer, assistant director, and location manager.

Said a beaming Nicastro, ''I think any film industry that comes in here helps the people. It's exciting. It's good to let people know what a fisherman's life is like.''

Over at Cape Pond Ice Co. on Gloucester's waterfront, owner Scott Memhard admitted the film held particular poignancy for him. His son's former baby-sitter is the widow of one of the lost Andrea Gail crewmen. Like a lot of people in Gloucester, Memhard lived through the real story, and looks upon Hollywood's version with mixed emotions.

''Long term, Gloucester will be brought a lot of attention by this. And that's good for the town,'' said Memhard. ''But seeing the Andrea Gail againis eerie, I'll tell you. We put 10 tons of ice on board that boat last week and sent the bill to the prop department. They put the ice on a bunch of rubber tuna. It's all a little bit unreal.''

In Manchester-by-the-Sea, Hollywood unreality extends to a road sign pointing toward Montpelier (a long drive from the North Shore) and copies of The Brattleboro Reformer on display at Hooper's Coffee Corner, which of course isn't really a coffee shop at all, just another figment of a set designer's imagination. What is real, as residents here are beginning to learn, is that moviemaking is a tedious and unglamorous profession.

On Friend Street this week, Mamet and company were shooting a relatively simple scene involving actress Rebecca Pidgeon, Mamet's wife. There was nothing simple about the equipment, however. On hand were a massive crane, a giant fan, several arc lights and portable generators, a small forest of lighting panels, perhaps two dozen crew members, and enough electrical cable to wire the FleetCenter. One crew member had been busy scattering leaves around the front yard of the house being filmed, but Mamet evidently changed his mind and had the leaves removed. One close-up shot, covering perhaps 30 seconds of dialogue, took more than two hours to set up and film.

Kibbitzing from lawns and front stoops was a crowd of perhaps three dozen onlookers. Some were playing cards. One woman quietly nursed her 2-month-old baby. Eddie McCabe, a Newton 5th-grader who has appeared in films and TV commercials before, waited for Mamet's signal like an old pro. Mona Karish of Manchester chatted about having driven her own 1980 Chevy Malibu in an earlier ''State'' scene, for which she was paid $25. More than the blue-book value?

''I'm not sure,'' giggled Karish.

To Elizabeth Tarr, a junior at Manchester High School, the filmmaking was a big deal. ''Especially for a town like Manchester, where nothing ever happens,'' she said.

Doris Hurley, who has lived in Manchester for half a century, recalled a vacation trip to Germany 60 years ago. While she was there, a film crew came to town and recruited several hundred extras. Hurley volunteered, she said. But when the film came out, her scene had been cut.

Hurley was asked if she plans to see ''State and Main.'' She smiled.

''I might,'' she said. ''Although you know, this town doesn't have a movie theater.''

The war movie has been a staple in world cinema since its inception. From D.W. Griffith's 1915 landmark "The Birth of a Nation" to Francis Ford Coppola's Vietnam tour-de-force "Apocalypse Now" to Steven Spielberg's World War II epic "Saving Private Ryan," man's ability to destroy one another and all the consequences of those actions have made for some of the most compelling moments in the history of film.

That a firestorm of Gulf War pictures never made it to the cinema marketplace following the conflict is amazing to say the least. Fortunately, when the moment of truth finally arrived, director David O. Russell ("Flirting with Disaster") knew how powerful a story set in this piece of history could be. The result is the finely-tuned, unconventionally conventional "Three Kings."

Set during the cease-fire period following Iraq's surrender, "Three Kings" is actually a rather complex tale of corruption, greed, moral ground and the pursuit of a reason for being in the harsh post war desert of the Middle East. Knee deep in post-victory celebration, soldiers are going through the motions waiting for the war to officially end when a group of soldiers confiscate a mysterious map from a captured Iraqi soldier.

Behind closed doors (or tent flaps), Sgt. Troy Barlow (Mark Wahlberg), Pvt. Conrad Vig (Spike Jonze) and Chief Elgin (Ice Cube) discover that the map's secret is, in all likelihood, the hiding spot for a boatload of stolen Kuwaiti gold bullion still held by Saddam Hussein's forces. When George Clooney's Sgt. Maj. Archie Gates--a sarcastic and unimpressed veteran who would just like to get out of Dodge and retire--gets air of the group's find however, the wheels start spinning and the covert action of a lifetime begins to unfold.

Under cover of drunken partying, Gates believes the group could slip away from their base, rendezvous at the Iraqi bunkers, grab the gold and get back safely unnoticed. Realizing that none of them have much to look forward to back in the real world without cash, they all agree to give it a shot.

With the cease-fire well underway, the quartet have no problem entering the Iraqi bunkers and finding what they have come for. When the troops decide to not only take the gold, but also free a group of rebellious Iraqi citizens who have been imprisoned, things take a violently bad turn. Unable to engage the enemy under the rules of the cease-fire, the four watch in horror as an Iraqi soldier kills a young woman in front of her husband and daughter.

Having seen enough, the four find themselves in a situation where they must either violate the cease-fire agreement or simply watch unarmed citizens be killed by their own army. They chose the former.

Alone, barely armed and intent on saving as many people as possible, the soldiers attempt to flee with the refugees and the gold--something the Iraqi Republican Guard has some substantial issues with. The Iraqi troops waste little time in turning the situation around--capturing Sgt. Barlow and forcing the others underground. With the help of a group of Iraqi rebels, the remaining three must find a way to rescue Barlow and move the refugees safely across the border into Iran.

Besides the compelling nature of David O. Russell's story--as well as the charismatic performances of Clooney, Cube and Whalberg--what makes "Three Kings" so special is its truly independent spirit. With visual splendorand an unconventional sense of patriotism amidst the painful and sometimes inconsistent nature of right and wrong in the realm of armed combat (the impassioned exchange between Whalberg and his torturer [Said Taghmaoui] is among the most painful), Russell transcends the "Rambo" war movie that many may expect from its gung-ho trailer.

Instead of gratuitous battle sequences with nothing of substance to back them up, Russell concentrates on character and the fragility of life through even the most seasoned combat vets. More admirable still, rather than portray the Iraqi soldiers as evil incarnates with no sense of moral reason, they are shown too as people with lives and families that they wish to protect at all costs.

From frame one, the cinematography of Newton Thomas Sigel is also unmistakable. The washed-out look and grainy feel of the picture puts the audience right into the harsh and unmerciful desert heat and demands the viewer to become entrenched in the horror around them.

What "Three Kings" shows more powerfully than anything else is that a conventional film does not have to lower itself to the lowest common denominator in order to prove thought provoking and entertaining. 

To simply call Three Kings a war movie is to sell it short.

It's also a subversive dark comedy and a powerful human drama and it keeps weaving in and out of all three genres with amazing dexterity.

Once a peace treaty had been struck with Saddam Hussein, it was up to the American soldiers to disarm the Iraqi soldiers so both sides could head home. During one such campaign, an American soldier discovers a map hidden on an Iraqi POW.

Special Forces Captain Archie Gates (George Clooney) is convinced the map shows the location of the secret underground bunker where Hussein hid the gold reserves and treasures he stole from Kuwait.

Gates recruits three friends and they set out to steal as much of the gold as they can for themselves.

Thus begins one wild, unconventional, unpredictable, unforgettable adventure.

Gates' cohorts include Troy Barlow (Mark Wahlberg), Chief Elgin (Ice Cube) and Conrad Vig (Spike Jonze), a ragtag trio if ever there was one.

But they're as clever and persistent as Gates, so eventually they locate the gold.

They also discover the peace treaty has put ordinary citizens in great peril.

Anyone who opposed Hussein is now marked to die ignominious deaths.

That's no concern of the four self-styled musketeers. Or isn't it?

Up to this point, Three Kings is a series of hilarious misadventures as a no-nonsense CNN reporter (Nora Dunn) stumbles on the plan and goes out in hot pursuit of the AWOL soldiers and a story.

When Gates, Barlow, Elgin and Vig decide to help a resistance group escape to Kuwait, Three Kings turns serious.

The hearty laughs are replaced by tension and suspense that are almost palpable.

There are still plenty of laughs, but now they carry with them a sting.

Three Kings was written and directed by David O. Russell, who created the wickedly funny independent comedies Spanking the Monkey and Flirting With Disaster.

Russell brings a similar offbeat, unsettling wit to Three Kings, but he adds explosive action sequences, heart-pounding chases and powerful human drama, giving the viewer an intense and varied emotional workout.

Russell also coaxes outstanding performances from all his actors.

Three Kings is one of the most inventive and original war films in years because it refuses to play by old rules.

It could so easily have been another Guns of Navarone or The Dirty Third of a Dozen.

Instead, it's a wildly funny, shockingly insightful look at the absurdities of war and the peace treaties that draw them to a close. 

Three Kings is an action adventure war story. No, it's an oddball black comedy.

Stop! They're both right.

With David O. Russell directing, anything is possible, including an action-adventure oddball comedy war story.

The writer-director did, after all, make jokes about mother-son love in Spanking The Monkey and ridicule the desperate pursuit of birth-parents in Flirting With Disaster.

In Three Kings, Russell takes aim at the Gulf War aftermath with a penchant for exposing pretentious facades.

It's March, 1991. The ceasefire in the Iraqi desert is on, and the troops have become confused and disorderly.

Special Forces Major Gates (George Clooney) understands two things. He's leaving the U.S. army corps before it leaves him. He's also prepared to make a good-bye score after a sergeant (Mark Wahlberg) finds a treasure map in the butt crack of an Iraqi.

Two other U.S. army reservists (Ice Cube and Spike Jonze) join the maverick strike-it-rich search party.

The four of them drive deep into the desert to locate what they believe is hidden Kuwait-owned gold stolen by Saddam Hussein.

Cue a wild and crazy journey with side trips into all out lampooning of patriotism, ambition, media spin, and chain-of-command shallowness.

There are also lots of Russell-isms -- over and above a butt crack secret hiding place.

There is an exploding cow. There are football bombs, an outlandish confrontation with a milk truck, and lots of non-sequitur punchlines.

And just when you've decided Three Kings is cheeky and witty and really kind of absurd, Russell smacks you in the face with some seriously deliberate moments detailing the human misery of armed conflict.

Especially targeted is U.S foreign policy, which called for ordinary Iraqis to rise up against Hussein. When they did, they were abandoned by the U.S. government, and slaughtered.

Okay, so this is not the feel-good chuckle factory that it first seems to be.

Consistency does come from an important source -- steady performances by Clooney, Wahlberg, Ice Cube and Jonze. In support, Nora Dunn does everything right as an aggressive TV reporter whose fear of failure is more powerful than her fear of death.

All together, the cast serves Russell well as he presents his inspired mix combining the hilarity and horror of war.

In fact, near the end, Three Kings is so funny you'll be afraid to laugh.

War movies generally reflect the eras in which they were filmed more than the era in which the conflicts took place.

Take the flag-waving depiction of a M*A*S*H unit in Korea in the 1953 Humphrey Bogart movie Battle Circus. Now compare that to the radical flag-burning depiction of a medical unit in Robert Altman's 1970 movie M*A*S*H.

It's the same war seen from polar opposite perspectives. Battle Circus was propaganda in favour of the Korean War. M*A*S*H's agenda was to distort the war through the prism of the country's then-current experience in Vietnam.

Recent war movies aren't any different. Yes, Saving Private Ryan pushed the envelope when it came to convincingly manifesting the horrors of warfare through effects, editing and state-of-the-art sound. But its impact was still muted by the chasm of time. Ultimately, it was made as a tribute to our fathers and grandfathers who sacrificed their lives during the Second World War. Terrence Malick's The Thin Red Line was a more oblique meditation on how war breaks the chinks in the chain of life. Both films, made in the comfort zone of the '90s, felt ...safe.

The uniqueness of David O. Russell's film Three Kings is that it dares to explore a contemporary conflict -- the 1991 Gulf War -- with a timely, elegant, and incisive allegory in the vein of a modern day Kipling tale.

As in The Man Who Would Be King, the story has a rogue at its centre. After Iraq has withdrawn from Kuwait and agreed to a ceasefire, Special Forces Maj. Archie Gates (George Clooney) discovers a map he believes may lead to a hidden cache of gold stolen from Kuwait by Saddam Hussein's army.

"Saddam stole it from the sheiks," Archie reasons. "I have no problem stealing it from Saddam."

He enlists a trio of army reserve recruits to find the gold. Sgt. Chief Elgin (Ice Cube) gets in on the action, under the ironic notion that Jesus will protect him from harm. Sgt. Troy Barlow (Mark Wahlberg) sees an opportunity to secure a nice nest egg for his wife and child back home. And redneck Pte. Conrad Vig (Spike Jonze) goes along because, well, he idolizes Sgt. Troy Barlow.

The quartet take off in search of the hidden bunkers on the Iraqi desert. They find it. But they also find Iraqi rebels, intent on rising up against Saddam with then-president George Bush's encouragement. The trouble is that, after the ceasefire, Saddam is still in power, and the Iraq army is free to kill the insurgents, with the American army helpless to prevent it under the terms of the ceasefire.

The phrase "Catch-22" comes to mind, no?

What follows is a chaotic battle, between rebels and soldiers loyal to Saddam, between the American soldiers and their own army ... and, finally, between Gates and his conscience.

"What drew me to it was I couldn't believe no one had made a movie about that material," says director David O. Russell, whose previous films include the small-scale comedies Spanking The Monkey and Flirting With Disaster. "It was a pretty significant event in the last 20 years of the century and it was really rife with comedy and absurdity and unrecognized historical events."

At first, Russell opposed the Gulf War at the time, and certainly the film questions America's motivates for getting involved in the war. (During a torture session, Iraqi soldiers demonstrate to prisoner Wahlberg that America's interests are in oil, not justice, just as Wahlberg's interests are in gold, not duty.)

"Then when I researched it, I think I understood more George Bush's decision to go to war," Russell says. "I think it made more sense to me. But the situation that had been left at the end of the war, was, I think a little bit disgraceful."

Unlike the military-controlled journalism of the war, Russell takes the story into previously forbidden territory. Nothing is taken for granted. Among his bold stylistic flourishes, Russell gives us an almost hilariously graphic image of how a bullet wound damages internal organs. Not so hilarious: the damage American bombs, so abstractly presented in CNN telecasts, can wreak upon innocent women and children.

It's gutsy stuff, disturbing but funny and strangely captivating. Clooney's combination of authority and devilish charm has never been better utilized.Wahlberg, again exposing the dark underbelly of the all-American boy image, is likewise well cast. Jonze, better known as a groundbreaking video director, is a hoot. And former Saturday Night Live star Nora Dunn is impressive as a TV reporter fed up with being led on a wild goose chase by the military -- another apt metaphor for what happened in the Gulf War. 

The new drama Three Kings reinvents the war movie - & its trio of stars
By RANDALL KING -- Winnipeg Sun

The new film Three Kings, about a trio of Gulf War soldiers on a treasure hunt in the post-ceasefire landscape of Iraq, aims to reinvent the contemporary war movie. Along the way, it also manages to reinvent its stars -- rapper/actors Mark Wahlberg and Ice Cube, and former ER hunk George Clooney. Here's how the battle went down:

REINVENTING: George Clooney

WAS: Star stud of the TV series ER.

HAS BECOME: Even working both sides of the TV/movie fence, he has become a movie industry heavyweight. It was through his intervention that the movie Three Kings got made after the studio,Warner Brothers, became fearful of its potentially explosive political content.

Director David O. Russell says the studio was constantly asking for crucial scenes to be cut to keep the film's budget under $50 million.

"Your last resort is to go to the movie star," Russell says. "George, much to his credit, would call them up and say, 'I decided to do this movie because of these different things so you can't take them out.' "

Clooney's juice is all the more impressive since none of his films has been a major blockbuster.

"Every film I've done has made money and hasn't been tremendously successful, so I've been hitting singles a lot," he says. "And in a way that's good because I haven't been pigeonholed."

TURNING POINT: Clooney is a man who acknowledges that he learns from his mistakes. So, he acknowledges he dropped the ball when he inherited the role of Batman/Bruce Wayne from Val Kilmer in the disastrous Joel Schumacher franchise-buster Batman And Robin.

"Batman I whiffed. I don't take full heat for that personally, although I do publicly," he says. "I don't know what I could have done."

Anyway, after that experience, Clooney says, "I will only do movies that I would pay to go see."

Evidently, he was interested in seeing Three Kings, because he fought hard for the role of larcenous Maj. Archie Gates, a role originally been earmarked for, of all people, Clint Eastwood.

"So when (the studio) moved away from that place, they decided to go after Mel (Gibson) and Nic (Cage), and that moved ON MAKING THREE KINGS: "It was a long, long fight to get this film made," Clooney says. "A couple of weeks before we started principal photography, I was called into a meeting where they literally said, 'We think you should pull out and we think we should pull the plug on the film.'

"Planet Hollywood had just been bombed, and the terrorist temperature had been raised, and there was great fear that we were entering into a dangerous place," Clooney says. "I said, 'If what we do is art, which I kind of hope it still is, then those are the reasons why you have to make it now.'

"Studios have every right to be concerned and be worried about it but they should also be commended because of the fact that they did it, which I think is amazing," Clooney says. "Because this isn't a 'studio film' at all."

REINVENTING: Mark Wahlberg

WAS: Boston street-punk-turned-recording artist (under the nom-de-rap Marky Mark)-turned Calvin Klein underwear model.

HAS BECOME: Once a human punchline, Wahlberg, 28, gained hard-won respect and rose spectacularly through the ranks of young actors in the past four years. He turned in creditable performances in Fear and The Basketball Diaries, holding his own in the latter alongside Leonardo DiCaprio. In Three Kings, he plays Sgt. Troy Barlow, a U.S. soldier and family man who is captured by Iraqis and tortured during a scheme to steal Kuwait gold from Saddam Hussein's army.

"I cast him for his odd combination of street toughness and vulnerability, which I think is his particular gift," says director David O. Russell. "I didn't realize what a badass he was. When he was 13, he would beat up grown men for loan collectors in Boston. Yet, he's also an extremely sensitive guy. So, I liked casting him as a family man."

TURNING POINT: Wahlberg finally won major credibility as porn star Dirk Diggler in Paul Thomas Anderson's 1997 drama Boogie Nights.Unfortunately, some fame stuck due to the large prosthetic penis he sported in the film's unforgettable final shot. "I get followed into the bathroom a lot," he says.

After that, he made a pair of less impressive action-oriented films, playing a pushover hit man in the comedy The Big Hit ("the only movie I ever made that made money") and a rookie detective who succumbs to temptation in The Corrupter.

"I'm all actioned out, believe me," he says. That doesn't mean there isn't an action component in Three Kings, of course, but for Wahlberg, the character was the thing.

"It was definitely something I hadn't done in a film, and he went through the most and experienced the most and learned the most."

ON MAKING THREE KINGS: Wahlberg says the script made him understand the historical significance of the Gulf War, something he had never bothered to try to understand before.

"I thought I knew what was going on over there and I was embarrassed when I found out how little I knew," he says. "I knew what I saw on TV: A war that looked like a video game and didn't seem very interesting.

"And when I read the script, I was shocked," he says. "It was very powerful and gave me a good kick in the ass to keep myself up on everything that's going on."

REINVENTING: Ice Cube

WAS: One of the originators of gangsta rap, Cube projects a glowering presence in both music and movies. Born O'Shea Jackson, Cube, 30, was raised in a middle-class area of south-central L.A., but won fame with ghetto-centric rappers NWA. After solo efforts such as AmeriKKKa's Most Wanted and Death Certificate, he ventured into movies in 1991, playing the imposing Doughboy in John Singleton's drama Boyz N The Hood.

HAS BECOME: A multi-faceted talent who has successfully branched out into writing, performing, and producing music as well as writing, directing and acting in films. As an actor, he's grown beyond the tough guy characters he's played in movies such as Boyz and Trespass. Though he remains a die-hard action fan, he acknowledges that the genre is getting cliched. "People want good scripts and good movies and not just a whole lot of bang and pow," he says.

He promises his music will likewise reflect a more positive attitude. His next album Peace, due out in January, is a followup to last year's release War. "I always looked at my first albums as looking at the problems that I've seen in the world we live in," he says. "I think this album is talking about some of the solutions, some of the ways we can get past some of this stuff."

TURNING POINT: Certainly one of the movies of which he's proudest is the hit 1995 comedy Friday, which he wrote and starred in alongside Chris Tucker. After lots of films about social problems in black communities, Friday lightened up on the subject of the 'hood.

"At the time, it was kind of a risk," he says. "My music fans wanted hard, hard, harder, harder," he says. "But I decided to come out with a comedy."

The film looked at the lighter side of neighbourhoods usually portrayed as oppressive and dangerous. "There was hard times in our neighbourhood, but there was fun times too," he says. "We looked at it like: This is our slice of life. This is what we're about."

The film gave Cube an opportunity to present a more affable persona for the screen.

"I think people started looking at me as a different kind of person after Friday," he says. Certainly, the change in perception paved the way for his playing the spiritual soldier Chief in Three Kings.

ON MAKING THREE KINGS: "The movie has a little comedy, a little action, a little drama, and I think the set was the same way," Cube says. "At times we were laughing, at times there was high drama, at times there was a lot of action, you know, explosions, and gunfights and things like that.

"Some days you didn't want to be there, sometimes it was hard but if you look back on the whole experience, it was definitely fun."

NEW YORK -- It was during the summer of 1997 -- just days before the release of the reviled Batman and Robin -- that George Clooney saw the light.

"It wasn't a very good movie, and I wasn't particularly good in it,"' he says, smiling sheepishly. "They had paid me a good amount of money [$3 million] to do it, so I had to go out and publicize it. But it was hard to find good things to say about the movie without lying. In interviews, I found myself talking about set design and set dressing. That's not very . . . satisfying."

So Clooney, now 38, sat down to reassess his movie career -- one that, buoyed by the phenomenal success of TV's ER, had consisted mostly of vanilla-bland entertainments like The Peacemaker, One Fine Day and the worst installment to date in the Batman franchise.

"I asked my accountant, 'Where do I stand?' and he said, 'You can do whatever you want to do now. It's up to you,' " Clooney says. "So I decided that from then on, I would only make movies that I would want to go see myself. Then, if I fail, at least I'm failing on my own taste."

In last summer's sophisticated crime caper Out of Sight, Clooney played a bank robber in love with the federal agent (Jennifer Lopez) on his trail. Though adored by critics, the movie was mismarketed by Universal Pictures, who released it in the middle of the cutthroat summer season, where it flopped.

Now comes Three Kings, an action-adventure war flick that may confound action-adventure audiences with its mix of black humor and devastating drama. Set during the waning days of the Gulf War, Three Kings stars Clooney as a Special Forces Captain who teams up with three other GIs (Mark Wahlberg, Ice Cube and Spike Jonze) to relieve Saddam Hussein of some of the gold bullion his forces stole from Kuwait.

Much like Out of Sight, Three Kings is an ensemble piece: Though Clooney gets top billing, he's just one of the movie's well-meshed cogs. And even though the role of a no-nonsense, womanizing soldier would seem to be a natural for Clooney, he admits he had to lobby hard to snag the part.

"It was originally written for Clint Eastwood," Clooney says. "Then they started writing it a little bit younger, and they were talking to Mel Gibson and Nicolas Cage -- the usual suspects on the list above me. I always have to wait and see who's not available. Luckily, they were all busy."

NEVER CONSIDERED

Three Kings director David O. Russell admits that Clooney hadn't even crossed his mind when he was casting the film. "I saw George as more of a romantic leading man and hadn't thought of him for that reason," Russell says. "But he has very sophisticated taste, and he really came after this script."

After reading the script for Three Kings, Clooney bailed out of another, bigger film he had been considering -- Wild Wild West -- and flew to New York to meet with Russell and express his passion for the project. He won the wary director over -- but only if he agreed to take some chances.

"George has a down-home, grizzled quality; he's a real jock, and he's as good-looking as he can be. So he has all the qualities that would fit a career military guy," Russell says. "But to me, the most important thing was to get him to express a directness he had never done before. I wanted to open his face up, to get an intensity and connection through his eyes that we hadn't seen before. There's a strength and a vulnerability in there that I find really interesting."

What's most surprising about Clooney is the candidness with which he discusses his stock in Hollywood. There's a laid-back, ego-free bluntness in the way he talks about himself that makes it easy to believe he's really in it for the long haul.

"Look, Mel Gibson has been a movie star for 20 years. Nic Cage starred in Valley Girl 17 years ago. I've only been doing movies for five years," he says. "If I were the producer of a film, I'd want them before I'd want me, not because I think they're better actors, but because I just think of them as movie stars. The fact that I'm on that short list -- that I'm third or fourth on it instead of 50th -- means that, in a lot of ways, I've already won this battle."

The plan now, Clooney says, is to avoid making the mistakes he made earlier on -- the same mistakes that often plague TV actors who make the switch to movies: trying to pander to the same audience that made you a star by second-guessing the kinds of films they want to see you in.

"A friend of mine who is a television star turned down the Tom Berenger role in Platoon because he didn't think his audience wanted to see him playing that kind of character," he says. "That's a danger to an actor and his longevity. Look at Johnny Depp: He's this kid who came out of a bad TV show, and yet he takes amazing risks in the movies he does. Even when they don't work, I like the roll of the dice. You can see a tremendous amount of talent you didn't even know was there."

ROLE OF CAPTAIN

Clooney has already completed O Brother, Where Art Thou?, the new comedy by the cult favorite Coen brothers (Fargo, The Big Lebowski). He's currently sporting a scruffy beard for The Perfect Storm, the adaptation of Sebastian Junger's bestseller, for director Wolfgang Petersen. Clooney plays Billy Tyne, the captain of the doomed Andrea Gail.

It was a role that, up until early this summer, was intended for -- you guessed it -- Mel Gibson.

A last-minute scheduling conflict caused Gibson to drop out, and Clooney was offered the part. He accepted eagerly, ego unbruised. "Mel Gibson is a movie star because he can get Payback to be a hit, even though it isn't a very good movie," Clooney says. "That's not a knock on Mel, because I think he's the greatest. But Payback relied solely on his charisma as a movie star. If you had to do that with me, it certainly wouldn't do as well. But if you have a really good script, all that goes out the window, because the audience just gets caught up in the characters. That's a great place to be at as an actor. It makes you better."

It also gives you clout. Clooney already has the industry's ear. Russell turned to Clooney for help when Warner Bros. executives wanted to tone down some of Three Kings' quirkier elements (like a cutaway shot of a bullet traveling through a man's torso). It was Clooney, too, who campaigned Petersen to hire his Three Kings co-star Mark Wahlberg to play crew member Bobby Shatford in Perfect Storm.

"I'm George's sidekick, his b---- or something," Wahlberg jokes. "I think George just has a thing for me. I really have a thing for him. He's just so cute. He looks kind of like Julio Iglesias Jr., don't you think?"

Clooney has also cast Wahlberg in Metal God, a comedy about a heavy-metal tribute band that is one of the first films in development at his new production company, Maysville Pictures. With his career on such an upswing, Clooney admits the misery he felt after Batman and Robin is a distant memory. But he also knows that in Hollywood, success is a tenuous thing.

"I was never taken seriously as an actor, and then during the first two years of ER, I was nominated for everything. Then that stopped, and you're not taken seriously again. The truth is that those things are out of your hands. You can't control them and you can't worry about them.

"I fought real hard to get Three Kings, and it will either make money or it won't. It has a chance to be a very big movie. But it has a really good chance to be considered a very good movie. At this point, that's all I care about. I think if you do good work, the audience will eventually work its way toward you. And if they don't, you go and do something else. I'm prepared for that."

A Crowning Effort
David O. Russell has made 'Three Kings' a gripping (and wickedly witty) movie that is more than just a war film.
By KENNETH TURAN, Times Film Critic

You could argue it's a pity the three-hunks-looking-heroic poster art for "Three Kings" looks so conventional, because this Iraqi war scam gone awry adventure extravaganza is anything but. You could say that, but you'd be wrong. Or would you?

Actually, the truth is that like the best efforts coming out of the big studios these days--and this is definitely one of them--the ambitious "Three Kings" is Hollywood with a twist, demonstrating how far a film can stray from business as usual and still deliver old-fashioned satisfactions. Unexpected in its wicked humor, its empathy for the defeated and its political concerns, this is writer-director David O. Russell's nervy attempt to reinvent the war movie and a further step in the evolution of an audacious and entertaining filmmaker.

Just as Russell's first film, the modest, Oedipal-themed "Spanking the Monkey," gave no hint of what he'd accomplish with the effervescent, hugely comic "Flirting With Disaster," so "Disaster" doesn't really prepare us for the scope of "Kings." Traditional in its conclusions, but anything but along the way, this film gives its protagonists and its audience considerably more than anyone anticipated.

"Three Kings" begins as the U.S. war against Saddam Hussein's Iraq is ending in March 1991. Its opening line of dialogue--a question by Army Sgt. Troy Barlow (Mark Wahlberg), plaintively wondering, with an Iraqi soldier in his sights, "Are we shooting people or what?"--perfectly encapsulates the bizarre uncertainty of a military action that plays at first like an extended fraternity party with automatic weapons thrown into the mix.

It's Barlow, assisted by worshipful hillbilly high school dropout Pvt. Conrad Vig (Spike Jonze), who discovers a key document hidden in the posterior of a captured soldier and thereafter known, via the film's scabrous sense of humor, as "the Iraqi ass map." On it are the directions to some of Saddam's secret bunkers, where all manner of spoils from the ill-starred invasion of Kuwait are likely hidden.

Also finding out about the map are God-fearing Staff Sgt. Chief Elgin (Ice Cube) and world-weary Special Forces Maj. Archie Gates (George Clooney), who thinks the document is the key to locating millions in gold bullion Saddam removed from Kuwait. "Bullion? You mean like those little cubes you make soup from?" Vig wonders. No, private, not like those.

Teaming up to raid the bunkers and get rich quick, these cynical, self-involved and opportunistic individuals initially come off as the usual amoral heroes for the modern age. As they head off in a Hum-Vee with Homer Simpson plastered on the front grill and explosive-filled footballs in the rear, they, and we, can be forgiven for thinking that this is going to be a tough guy joy ride, a quintessentially macho adventure yarn.

But writer-director Russell (who spent 18 months researching and writing the script, with story credited to John Ridley), has no intention of letting us off that easy. Yes, we're meant to enjoy the excitement, but not to the exclusion of knowing the cost, not to mention a whole lot of other things Russell has on his mind.

For the first thing that happens to the guys is a collision with the Iraqi civilian population and the gradual realization that internecine warfare is going on between those who naively heeded the U.S. call to rise up against Saddam and brutal government forces who are taking advantage of America's abrupt avoidance of all things Iraqi.

This chaotic war within a war, an irrational free-for-all where tankers filled with milk are treated as lethal weapons, is vividly captured by the high-energy, frenetic visual style used by Russell and cinematographer Newton Thomas Sigel. Brief, oddball sequences take us inside the human body to show exactly the kind of damage a bullet inflicts, and Sigel even utilizes three different film stocks to convey a variety of emotional states, including a grainy, disorienting use of Ektachrome, a film usually found in tourist's cameras.

Making the transition from "Flirting With Disaster" is Russell's trademark sense of humor, his feeling for the absurdly comic in the most potentially horrifying situations. Who else would put a glimpse of the Rodney King beating on Iraqi TV, or be able to fashion an unlikely running joke about whether it's Lexus or Infiniti that offers a convertible model.

Also intact is Russell's gift for eccentric characters, like Pvt. Vig, an excellent first acting job for video director Jonze, whose debut feature, "Being John Malkovich," opens later this month. Minor players like Walter (Jamie Kennedy), a soldier who wears night vision goggles during the day, and TV newswoman Adriana Cruz (Christiane Amanpour look-alike Nora Dunn) are treated with as much care as audience surrogates Barlow and Elgin. Especially effective is Clooney who perfectly conveys the combination of capability, authority and a touch of larceny the film insists on.

Russell is also someone who enjoys being provocative, a trait that comes out in the disquieting character of Iraqi Capt. Sa'id (Said Taghmaoui), a sympathetic villain whose employment of torture as a means of political education is daring and effective.

Though the film's title nominally derives from the biblical three kings who followed the star to Bethlehem, it echoes, intentionally or not, the names of other pertinent films. There's "The Man Who Would Be King," also about Westerners who thought to get rich off of native peoples, and John Ford's "Three Godfathers," about tough guys who have a change of heart in the desert. Off-and-on cynical and sentimental, Russell's darkly comic tale shows how much can be done with familiar material when you're burning to do things differently and have the gifts to pull that off.

* MPAA rating: R, for graphic war violence, language and some sexuality. Times guidelines: a strong scene of torture and depictions of violence that are sudden and jarring.
'Three Kings'
George Clooney Archie Gates
Mark Wahlberg Troy Barlow
Ice Cube Chief Elgin
Spike Jonze Conrad Vig
Nora Dunn Adriana Cruz
Jamie Kennedy Walter

In association with Village Roadshow Pictures/Village-A.M. Film Partnership, a Coast Ridge/Atlas Entertainment production, released by Warner Bros. Director David O. Russell. Producers Charles Roven, Paul Junger Witt, Edward L. McDonnell. Executive producers Kelley Smith-Wait, Gregory Goodman, Bruce Berman. Screenplay David O. Russell. Story John Ridley. Cinematographer Newton Thomas Sigel. Editor Robert K. Lambert. Costumes Kym Barrett. Music Carter Burwell. Production design Catherine Hardwicke. Running time: 1 hour, 54 minutes.