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

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

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

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

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

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

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

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

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

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

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

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

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

Can you shoot a gun?

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

Did you watch the gulf war on CNN?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Reuters/Variety 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THREE KINGS — ***1/2

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

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

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

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

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

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

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

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

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

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