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."

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.

NEW YORK (CNN) -- According to its lead player, "Three Kings" is more entertainment than political statement. The film, scheduled to be released October 1, stars George Clooney, Mark Wahlberg and Ice Cube as U.S. soldiers who, at the end of the Persian Gulf War, try to steal some gold the Iraqi army allegedly took from Kuwait.

Writer-director David O. Russell spent 18 months researching the war and its aftermath before scripting "Three Kings," according to the movie's official Web site. Russell is quoted as saying, "When I started investigating the war, I only knew the official story -- that we went to the Middle East and kicked (Iraqi President) Saddam Hussein out of Kuwait.

"But when I looked at it more closely, I saw that Hussein was left in power and (United States President) George Bush encouraged the Iraqi civilians to rise up against Hussein and said, 'We'll help you do it.' And the people did rise up, and we didn't support them ... and they got massacred by their own army."

Clooney says he hopes the film will prompt discussion among viewers, but he says that's not the main intent. "What it's designed to do is be entertainment," he says.

Desert storming

A lot of the comedy is provided by a newcomer to feature films who might be called "the fourth king" -- music-video director Spike Jonze. Jonze recently directed his own first feature film, "Being John Malkovich," starring Malkovich, John Cusack and Cameron Diaz. And actress Nora Dunn plays a hard-driving war correspondent, said to have been modeled on CNN's Christiane Amanpour.

But there were some not-so-funny moments off the set in shooting "Three Kings." While it looks like the story takes place in a desert, it was filmed at a copper mine, according to Ice Cube.

"Everybody got sick," Wahlberg says. "George has gotten sick for a couple of days, and I had to go to the hospital. I was breathing in a lot of the dust out there."

And while some elements of the film concerned its production company, Warner Bros., Russell tells the New York Times that the key political premise -- that the White House encouraged the Iraqi resistance and then abandoned it -- was never questioned.

"The whole thing just got swept away," Russell tells the Times, "with the yellow ribbons and  everything."

CNN Entertainment News Correspondent Mark Scheerer contributed to this report.

"Three Kings" is produced and distributed by Warner Bros., a Time Warner sister property to CNN Interactive.

So what do two former rap stars (Mark Wahlberg, Ice Cube), a hot music-video director (Spike Jonze) and a near-superstar (George Clooney) do for kicks when they're stuck in the deserts of California and Arizona for four months shooting a Gulf War flick?

Ironically, said writer-director David O. Russell, there were lots of spirited water-balloon fights. Touch football games were also popular. Then nature, or the nature of hip-hop artists, at least, took over.

"Mark (Wahlberg) made up a kind of self-mocking group to knock New Kids on the Block (his former group). It was him, Said Taghmaoui, the guy who plays the interrogator, Spike (Jonze) and Jamie Kennedy. (Ice) Cube was not in this.

"It was called Four of a Kind," Russell said. "They would go, 'One, two, three, four (placing their fists under their chins like The Thinker) of a Kind.' They had a whole routine they would do on the set." — Larry Ratliff "

In 1993, Will Smith was already a success as one-half of the rapping duo DJ Jazzy Jeff and The Fresh Prince and star of the hit TV sitcom "The Fresh Prince of Bel-Air." But at the age of 25, Smith took his first major film role in "Six Degrees of Separation," playing a homosexual con artist. Six years later, he's evolved into a summer box-office force: an action star, a Man in Black.

He heads an elite group of rappers who took their lyrical talents and parlayed them into film careers. Artists such as Queen Latifah ("Jungle Fever," "Set it Off," November's "The Bone Collector"), Ice-T ("New Jack City"), LL Cool J ("In Too Deep," "Halloween: H20") and the late Tupac Shakur ("Poetic Justice") have moved on from cameos in "House Party" or movies about rappers ("CB4") by taking roles against type, building their credibility as serious actors.

This week's "Three Kings," about Gulf War soldiers seeking gold, stars two such actors (no, George Clooney isn't one of them): Mark Wahlberg (the actor formerly known as rapper Marky Mark) and Ice Cube, who began their careers in rap music and have since won acclaim in the film industry.

Ice Cube is best known for his success as part of the group N.W.A. He broke out on his own in 1990, recording "AmeriKKKa's Most Wanted" with Public Enemy's Chuck D., which earned him his first platinum album. Despite controversy over his lyrics, Ice Cube released five more platinum albums, including this year's "War and Peace: Vol. 1."

His first mark in film came in 1991 with John Singleton's acclaimed "Boyz in the Hood," winning him a Chicago Film Critics Award for Most Promising New Actor, and continued with roles in "Higher Learning," "The Glass Shield" and "Anaconda."

The rapper also went behind the camera, writing and starring in the hit comedy "Friday." His directorial debut, "The Players Club," was a critical disappointment, but at the box office grossed well over the film's cost. But never fear -- Ice Cube has more up his sleeve: A sequel to "Friday" is scheduled to be released this winter, and another rap album is in the works.

Mark Wahlberg, on the other hand, has distanced himself from his rappin' past. But we all know he owes his initial name recognition to two things: a short but successful career as a rapper/underwear model, and sharing a last name with older brother Donnie, an actor ("The Sixth Sense") and former member of teen-pop phenoms New Kids on the Block.

In 1991 Wahlberg released an album under the name Marky Mark and The Funky Bunch, called "Music for the People." It went platinum, and its hit single, "Good Vibrations," still shows up on dance-remix compilations. The video, which showed off Wahlberg's muscular torso and pants-dropping dance moves, got his grinning image splayed across billboards everywhere wearing Calvin Klein boxer briefs.

Dropping both the Marky moniker and The Funky Bunch, Wahlberg didn't emerge again until 1994, when he made his feature-film debut in "Renaissance Man," with Danny De Vito. Following "The Basketball Diaries" starring Leonardo DiCaprio, he got his first starring role in 1996's "Fear," playing a boyfriend a little too obsessed with Reese Witherspoon.

Then came the little movie that could, 1997's Oscar-nominated "Boogie Nights," a drama about the porn-film industry directed by Paul Thomas Anderson. Starring as actor Dirk Diggler, Wahlberg's performance earned rave reviews and endless forthcoming discussions about ...er, certain parts of his anatomy.

Wahlberg's continued to work steadily since, starring in action flicks "The Big Hit" and "The Corruptor." With high-profile projects like "Three Kings" and next year's thriller "The Perfect Storm" (re-teaming him with Clooney) under his belt, Wahlberg is finally establishing (much to his relief) a name of his own.

Are George Clooney and Mark Wahlberg the new Redford and Newman? A few months ago, it wouldn't have seemed possible, but the duo have starred in back-to-back movies — Three Kings, which opens this weekend, and A Perfect Storm, which they're filming now — and have become a mutual admiration society.

"He's nice," says Clooney of Wahlberg, "and a real pro."

For his part, Wahlberg offers a mock gay love fest to the partnership, first declaring, "I'm George's sidekick," then slipping into prison argot, "I'm George's bitch, or something."

"Why do I have a thing for George?" he continues. "He's sooo good-looking! And with that scruff too — he looks like Julio Iglesias Jr."

Wahlberg's jokey attitude aside, this pair may become the millennium's definitive movie team, but they pooh-pooh suggestions that they're Redford and Newman redux.

"We're more like Hope and Crosby, on The Road to Kaballah," Clooney says.

"No!" says a smiling Wahlberg. "It's kind of he's Eddie Murphy and I'm Judge Reinhold. That's a good way to put it though, I'll pitch that out there. See what happens."

Clooney and Wahlberg star with Ice Cube in the sure-to-be-controversial Gulf War drama from writer-director David O. Russell, previously known for a pair of smart, envelope-pushing comedies, Spanking the Monkey and Flirting With Disaster. Their teaming as two comrades in arms, American soldiers in Iraq after the cease-fire, was due to Clooney's clout.

"My role in Three Kings was originally written for Clint Eastwood. Clint and I are often up for the same roles," Clooney says, tongue in cheek. "I thought, 'OK, I'm not going to survive this.' Then eventually they wrote it  young and talked to Mel [Gibson] and Nic Cage, that list above me."

Clooney finally nabbed the role of Archie Gates, a swashbuckling American soldier who hatches a plan to steal $800 million in gold bullion that was stolen by Saddam Hussein from Kuwaiti sheiks. Archie and his buddies go after the gold, like three kings of old, and what they find is often totally surprising.

Clooney defends making such a risky film, which includes a scene where a woman is brutally and graphically shot dead. "It was an interesting thing," Clooney says. "We had discussions after — and while we shot it. And [talked with] the studio [about] taking that out. I said, 'This thing is very effective and it's an important point and I do think it's responsible violence all the way through.'" He smiles. "I've done things that aren't responsible violence and this is totally responsible."

Three Kings also had personal importance for its star, who applauded the depiction of a war that was quite different from World War II, in which his Uncle George fought. "That was a real kind of war, where you bucked up and just did it," he says. "My Uncle George talked about sitting on his flak jacket so his testicles didn't get blown off. But they did not have the same kind of discussions [as we do today]. It was a different kind of war."

For the part of of Sgt Troy Barlow, a  soldier who only wants to return to Detroit to his wife and baby daughter, Clooney lobbied for Wahlberg and got little resistance from director Russell.

"I love casting [Wahlberg] as a family man," Russell says. "He was a cock-swinging stud in Boogie Nights and that character was like a family man with the 'family' they made in the porn world, and with that swagger he has, he also has access to his sensitivity."

The filmmaker says Wahlberg is the most confident person he's ever met. "At 12 he was beating up grown men for loan collectors, and I think he's underestimated as an actor," Russell says. "He's as serious [about the craft] as Robert De Niro, but he'd probably say John Garfield is a role model."

For Perfect Storm, based on the true story of the 1991 disappearance of the fishing boat Andrea Gail in a freak storm, Clooney again followed in the footsteps of Mel Gibson, who was offered the role of Capt. Billy Tyne and passed to play a Revolutionary War figure in the now-filming The Patriot.

"This summer when Mel fell out and I got the role, we then had to find someone for the Bobby Shatford role," says Clooney of one of the shipmen on the doomed boat. "I lobbied for Mark early on. I'd worked with him, and he's tremendous in this film and a great, great kid, I just like him. And he's from Boston." (The movie is set in Gloucester, Mass.)

But a big question still loomed before reteaming the two. Clooney went for a powwow with Warner Bros.' production chief Lorenzo Bonaventura. "Lorenzo, who's a good friend, has had a great year — Matrix was his baby, and he specifically fought for Three Kings. So when we started to put Perfect Storm together, I said, 'You've got a kid from Boston who's as good an actor as I've worked with in a long time, and he's a great guy, the perfect age, great look, up-and-coming star. If you really think Three Kings is the movie you think it is, then this might be a place to take a risk.'

"Now it's a big risk for them because we don't know how Three Kings will do," Clooney continues. "But we do know the movie works, and because it works, it doesn't matter in a certain sense; what matters is he and I work well together onscreen. I'm really excited about Perfect Storm."

And excited enough about Wahlberg's star potential that Clooney as producer has cast him as the star of Metal God, a black comedy his production company will film in late January. It's a true story revolving around a tribute band, the equivalent of an Elvis impersonator, which idolizes the British heavy metal group Judas Priest.

"I don't know that George has got a thing for me," says Wahlberg of this new career trajectory. "I definitely have a thing for George, so it works out good. He really campaigned to get me into Perfect Storm and also hired me for Metal God. It's a full-blown comedy. Everybody thinks I don't have a funny bone in my body. That's why I'm doing it — because nobody thinks I can."