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.