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

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.

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. 

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.