LOS ANGELES -- When George Clooney leans across the table, runs his fingers through his I don't give a damn, gray-flecked hair and tells you with all seriousness that he doesn't consider himself a movie star, you understand why hundreds of millions of fans would numbly nod "Yes, George" while simultaneously dubbing him the coolest human since Cary Grant.

Note to self: Stay cool.

When Clooney, the star of Steven Soderbergh's "Solaris," which opens Wednesday and the debuting director of "Confessions of a Dangerous Mind" opening in December, answers that yes, he still has his pet pot-bellied pig and then - with a conspiratorial smile playing around the outskirts of his mouth - adds, "It's my longest relationship," you get a sense of why sisters, mothers, aunts and some uncles would cheerfully volunteer for long-term duty as Clooney serf, peon and love slave.

Note to self: Get a grip.

When Clooney sits with his back to the window, silhouetted against the sun-and-smog-enriched skyline of the Hollywood Hills, you realize he probably has the longest eyelashes since ...

Note to self: Get some help.

Wasn't there a character in the old musical "Hair" who insisted he wasn't gay, he just wanted to sleep with MickJagger?

Note to self: It's too late.

Seriously. Really. One of the weirder things about "Solaris," Soderbergh's remake of legendary Russian director Andrei Tarkovsky's 1972 sci-fi epic, is that even though Clooney and Soderbergh are partners in the Warner Bros.-based production company Section Eight - and even though Clooney is the closest that today's Hollywood can come to the Gable- Grant-Eastwood-Newman-Redford- capital-S-movie-star time-space continuum - he still had to write Soderbergh a letter asking for the role.

"I wanted to give him enough room that he didn't have to react directly, immediately, to me," Clooney says, by way of explanation. "I said in the letter, 'This has to feel like it's exactly the right thing for you. And if you think I'm not the right guy, if I don't have the chops to do it, then say no and I understand.' I wanted to give him an out."

For Soderbergh, whose hits over the last two years have included "Traffic," "Erin Brockovich" and "Ocean's Eleven," the only question was, "'Does he think he can do it?'

"And the letter basically answered that," Soderbergh says. "By asking the question of me, I knew he was ready. That it even occurred to him to ask me whether he should meant that he could. I thought, at first, maybe he was two years away. But George pushes himself, he just does. And I think he felt this is absolutely the time for him to do this."

"This" is the role of Chris Kelvin, a widower and, in Soderbergh's version, a psychologist, who is sent to investigate the mental state of the crew of the space station Prometheus, which has been orbiting the reactive and apparently intelligent planet Solaris. Once there, Kelvin experiences what the other travelers have - hallucinations in the form of lost loved ones, in his case his dead wife, Rheya (Natascha McElhone). Haunted by her suicide, Kelvin allows her "reappearance" to tear a hole in the fabric of his reality, allowing a three-way collision of desire, illusion and the super-rationality with which he once viewed the world.

With more close-ups ("probably," Soderbergh says) than any previous sci-fi film, "Solaris" is a demanding movie with thoroughly internalized performances. It certainly isn't "Sisters" or "ER" or "The Peacemaker" or "Batman and Robin" or "One Fine Day" or any of the projects with which Clooney failed to amass any major movie cred. And it makes "Three Kings," "O Brother, Where Art Thou?" and "Out of Sight" - the movies that did establish Clooney as the star he is today - seem like a walk in the park.

"It is very internal," Soderbergh says, "which is not what people associate with him. And it required, with a couple of very important exceptions, a complete carving out of all of the charm that he's known for - that sort of easygoing sense that everything's going to be fine, this is all going to work out, don't get too worried. Thirty seconds into this film you need to go, 'That guy is completely hollowed out, just dead inside.'"

Clooney readily agrees that "Solaris" is the toughest acting job he's had. "It's easier when it's Steven," he says. "Doing something this abstract would be really questionable unless it was a director I really trusted. I knew some of what I was up for - he and I are partners so I knew basically what he was going to do. But I didn't know for sure. So yeah, it was scary."

He just as readily agrees that having found fame in his 30s - or it finding him - made today's George Clooney possible.

"Absolutely," he says. "I'm lucky that I didn't get really famous when I was doing some really bad TV." (We mention that "The Facts of Life," something of a low point in the annals of network sitcoms, is often left off his biography. "I'm trying to forget it, too," he says.)

"I'm also lucky," he continues, "that a lot of the films I did weren't gigantic successes, even like five years ago, or I could have gotten pigeonholed into one of those. There aren't that many actors who get to do "O Brother" then do "Solaris." Or do "Ocean's Eleven" then do ... I don't know, but they're very different genres, all of 'em. And the ability to do them all is not speaking to my acting ability. It speaks much more to the fact that none of them for a long time were successful. And because they weren't, people couldn't go, "Oh, that's you." So I got lucky in a way."

Not that he would have planned it that way.

"No, there's no planning," he says. "I thought 'Out of Sight' should have done better, y'know. That's a great film. That was a film that changed not just the way people thought about me, it reignited the idea I'd learned in TV - but had to relearn in movies - which is that you can make a very bad film from a good script but you cannot make a good film from a bad script. The material had to be first and foremost. And then the filmmaker. 'Out of Sight' was a really good script. I wasn't any different an actor than the guy who was in 'The Peacemaker' - it was only a few months apart. But I realized: good filmmaker, good script. And then I'll be protected."

With that in mind, Clooney decided to make his directing debut with "Confessions of a Dangerous Mind," based on the autobiography of "Gong Show" host, "Dating Game" creator and self-professed CIA operative Chuck Barris, because the screenplay, by Charlie Kaufman ("Being John Malkovich," "Adaptation") was "the best script I'd read in years."

"I thought, well, if I blow it on every level, which I'm entirely capable of doing," Clooney says, "at least I'll have good script and good actors around."

Clooney is throwing his growing weight behind worthy projects; signing on as executive producers, he and Soderbergh helped Todd Haynes make the current "Far From Heaven" the way Haynes wanted. He may be moving more into directing. But the Clooney strength is the Clooney charm, which includes the tacit understanding he's always seemed to have with his audience, that we're all in this together and isn't it a hoot?

And it's an innate something he shares with the screen's greatest stars. When "The Truth About Charlie" was released recently, more than one review suggested that while you couldn't remake a Cary Grant movie with Mark Wahlberg, you might get away with it if you cast George Clooney.

"There's always the danger of reviewing the film that wasn't made as opposed to the one that was," Clooney says with a smile. "But I'm such a fan of Mark's. I haven't seen it, but I look at what he's done and where he's come from to do it, he's incredibly brave and I adore him. I can't really speak to 'Truth About Charlie' but there are things people box me into, too. I'm not fighting that by saying I'm not doing this, I'm not doing that. I'm just trying to find good scripts and do them. That's the funniest thing. I'm not anti-movie star, I'm not anti- ... I'm not against any of it. All I'm trying to do is find projects that interest me and move forward."

Of course, for someone like Clooney, you can't move forward of some facts of life. "It's the weirdest thing," he says. "There's no real fame school, so early on you tell people things like 'I'll never get married' that wind up almost legendary later." The legend, including a $10,000 bet with Nicole Kidman that he would be married with children at 40. She sent the check; he sent it back and said double or nothing he'd still be single at 50.

"It gets to where there's no way to talk about anything else," he says. "Fox leaked the story about the MPAA rating on 'Solaris,' how we got an R because I showed my [behind], but I think they're having trouble selling this film. They don't know what to do with it. The thing is, it's an unbelievable ... thing for them to make this film so you give them unbelievable props for that. But the dilemma is how do you sell it.

"It's not a sci-fi film; if you sold it like that and young men showed up they'd be [mad]. But it's not a straight romance either. So I think they were looking for whatever ink they could get. It comes down to like, 'Well, George's [behind] is out there.' Nobody involved with the film cared if we got an R or a PG-13; it's certainly not an R-rated film in terms of content. But tomorrow when I do all these TV interviews, you know, where you sit in a room and do about 60 four-minute interviews, about 55 of them will be, 'So you're naked. Did you work out?'

"I find it funny," he continues, "because we're trying to talk about things on a much grander scale, with a story that contains questions about the cosmos and it'll come down to a 30-second sound bite where I say, "Yeah, I worked out."

"Solaris," Clooney says, is about really intelligent people who buy into fantasy. "For Chris, it's absolutely clear that this is not his wife, but at some point he crosses the line about giving a -- . It's like a dream you want to get back to. He just doesn't care. He misses the feeling of love. What I love about it is you have people who aren't fooled by the illusion, but they need it anyway."

Which is not just the story of "Solaris," it's the story of Hollywood - and the story of Hollywood is also aboout success limiting one's freedom, of contracting one's choices, until an actor ends up parodying himself. It's something Clooney vows to avoid.

"Forget about it being boring, which it is," he says, "it's also self-defeating. I've been lucky enough to move from 'The Facts of Life' on, and I'm learning a lot as I go. I just want to continue to do that until they don't let me do that anymore." 

EDWARD Norton is so ticked off at Paramount for forcing him to make "The Italian Job," he's returned unopened a gift the studio delivered to him on his first day of shooting. Norton has owed the studio a movie since making "Primal Fear" with Richard Gere in 1996 under a three-picture deal. Norton rejected over a dozen scripts until Paramount threatened to take him to court. When Paramount's co-president of production, Michelle Manning, sent him the customary gift on his first day of shooting, he refused to to open it. Part of the gift was a model Mini-Cooper, which is featured as the getaway car in the caper film that also stars Mark Wahlberg and Charlize Theron. A Hollywood source claims the note Norton enclosed with the spurned gift suggested: "Why don't you give this to someone you like - or someone who likes you?" But neitherr Paramount nor Norton's representatives would discuss the contents of the note.

Forget about Madonna and Swept Away. The biggest bust this fall from a major studio is most likely going to be The Truth About Charlie, starring Mark Wahlberg, Thandie Newton and Tim Robbins. The Universal film took in a measly $5.2 million in 24 unpleasant days of release. It will end its run today, consigned to video stores and trivia books.

Charlie was a remake of a classic movie called Charade, which starred Cary Grant and Audrey Hepburn. Wahlberg was woefully miscast in the Grant role, and Newton did her best but could not overcome the script's — and Wahlberg's — glaring deficiencies.

With a large supporting cast comprising many well-known names (Robbins, Lisa Gay Hamilton, Stephen Dillane), an expensive score by Rachel Portman and lots of location shooting in France, Charlie could finish up about $50 million in the red for Universal.

Wahlberg, who started strong in Boogie Nights but has had trouble becoming a leading man, takes on another remake next, this one of The Italian Job. Again he will have a strong second in Edward Norton, but Norton doesn't even want to make the movie — he's being forced, thanks to a contractual obligation. If the one-time Marky Mark — who acted like cardboard in Planet of the Apes and Rock Star — can't make a go of this one, watch for him to head to action-adventure movies or television.