Hot off the blockbuster The Perfect Storm and soon to hit screens in the Coen brothers O Brother, Where Are thou?, George Clooney explains why even his supposed failures were actually lucky breaks, reveals who his absolute hero is, and disses the agent who once sent him to read for one line in Guarding Tess.

In Joel and Ethan Coen's upcoming film 0 Brother, Where Art Thou? George Clooney plays a Depression-era, Deep-South version of Homer's Ulvsses. As the leader of a motley chain gang, his odyssey is foretold to him by a nameless, old blind man as follows: "You seek a great fortune ... and you will find a fortune—though it will not be the fortune vou seek... But first you must travel a long and difficult road, fraught with peril, pregnant with adventure...And though the road may wind and yea your hearts grow weary, still shall ye folller the way, even unto salvation." The prophesy could easily apply to Clooney's professional journey in Hollywood and to the salvation he seems now to finally have arrived at. With the big box office success of The Perfect Storm, the debate about Clooney's movie-star status can at last be laid to rest. His "long and difficult road" has led from TV fame to membership in an elite group of leading screen idols.

When I meet Clooney, he looks—for an actor so handsome he gets away with not wearing makeup while working—like hell. Turns out he was up partying till around four a.m. While he may have matured as a leading man, at 39 Clooney is still famously Peter Pan-ish. But the world knows all of this already—the string of beautiful women, the bachelor pad, the pet pig, the life-of-the-party rep. What the world might not know is that Clooney has as savvy an understanding of show business as anyone in the business. He's exercised the wisdom of sacrificing a big salary in order to get a film made. He's had the nerve to deliberately keep his fees low in order to get the opportunities that the Travoltas and Fords of die world cost too much to get. He's had the taste and the insight, especially lately, to select provocative, memorable material (think Out of Sight, Three Kings and 0 Brother) that he can shine in.

But as much as know-how has played a role in Clooney's success, his tale is also one of sheer perseverance. Only after 15 other pilots failed did "ER" prove the charm. And only after meeting with mediocre results (The Peacemaker, Batman d" Robin, One Fine Day) and ruinous marketing (Out of Sight) did Clooney fully succeed with his plan to leave behind the security of "ER." Right up to the very weekend when The Perfect Storm hit like a, well, perfect storm, naysavers were openly wondering if Clooney could survive another disappointment. Now though, George Clooney is looking just about as smart as he actually is.

Michael Fleming: As the Perfect Storm was being released, the press seemed to be suggesting that if it didn´t succed, you´d be providing yourself just another TV star who didn´t make it on the big screen.

George Clooney: Every time I´ve done a movie, they´ve said: "Well, if this one doesn´t hit, the great experiment is over." Atthe premiere of the perfect storm, one of the top Warner Bros. Executives leans over and says , " Everybody here really wants this for you, wants a hit for you." The truth is I´ve only had one movie that didn´t make money - and that movie, Out of Sight, is, in my estimation, by far the best film I've ever done. I look at it this way. I just keep going to work. I might have shortcomings, because I'm not a method actor—I don't "become" the guy—but I go to work, treat people nicely and they treat me nicely, and I do my job as best I can, keeping in mind Spencer Tracy's maxim, "Never let them catch you acting." Then I get off work and have a life.

A: Marketing can be frustrating. They kept marketing Out of Sight as an action film, and then they put it in the summer because Meet Joe Black wasn't ready. I used to get calls from Casey Silver while he still ran the studio, saying, Look, what do you want me to tell you, we blew it.

Q: Even though Out of Sight railed at the box office, many people took it as clear evidence that no matter how long it took, you were obviously going to be a huge movie star. When you watched the film, were you surprised you were as good as you were?

A: I'd thought everybody was going to be good, because the script was well-written. Our problem was that we had so much fun making this film. One day, Scon Frank, the writer, and [coproducer] Danny DeVito and I were laughing after a take, and I said, "We're having a really great time—I just hope we don't screw this damn thing up." What we didn't really understand was how brilliantly Steven Soderbergh was going to put it together. If you just told it in a straight way, it was a good story. Steven told it in a way that made it an exceptional movie.

Q: That love scene with Jennifer Lopez was innovative, two adults taking their time.

A: Those freeze-frames are like photographs, moments in time you remember in an exceptionally erotic way. In the script, that scene was written in three different locations, and we said dialogue in three different locations. Steven told us to do all the dialogue in the bar, and we said, all right, whatever dude. And he overlapped it all brilliantly.

A: Steven Soderbergh is my favorite director to work with, bar none. I loved Wolfgang Petersen, the Coen brothers, I think they're geniuses and want to work with both again. But Steven and I, we work great together, we enjoy each other's company. He understands how I work best, of anybody.

Q: Your experience with Soderbergh seemed to be a turning point with respect to choosing better projects.

A: I decided I'd rather make movies that last the test of time than do lousy movies that make a lot of money. The reason you work with the Coen brothers is that you say to yourself, "It'd sure be nice to do one of their movies and have it sit around awhile." Even movies of theirs that everybody else hates, The Hudsucker Proxy and The Big Lebowski, I just love. When they hit— Blood Simple, Fargo, Raising Arizona—they're shockingly good.

A: I was working on Three Kings in Arizona when I got a call to see if I'd meet the Coens in Phoenix. So I drive to Phoenix. They throw a script on the table: We wrote this and we want you to do it. As soon as I read the title, I said, "This is the movie that Joel McCreas character wanted to make in Preston Sturges's [1941] movie Sullivan's Travels. I'm a huge fan of Sturges and Sullivan's Travels." So I said, Yeah, sure, I'd read it. I checked into the hotel room because I didn't feel like driving back and I read the script. First page it says it's based on Homer's The Odyssey, and I realize I'm playing Ulysses. And it's a musical, and it has a little sex in it. I couldn't believe my luck. The whole thing made me laugh. It took a couple weeks to set up the movie and we were off and running.

A: Every actor wants to be a big movie star. I don't give a shit what anyone says. Truth is, you're already beating the odds if you're just making a living, since 95% of our union doesn't. When I first got out here, there were these so-called Brat Pack kids. I was a couple years too old for it. By the rime "ER" came around, I'd been the wrong guy at the wrong time for so many years.Finally I was the right guy at the right time. I always wanted to get into movies, but there was this chasm you just wouldn't believe. As recently as when I was on the series "Sisters" and Warner Bros. was paying me $40,000 a week and I was a very successful, unfamous guy who could get a pilot greenlighted by a network, I couldn't get a film agent at my then agency, William Morris, to represent me. At all. I went to see this guy who used to work there named Brian Gersh, who sat there like a bloated pain in the ass and went down a list of big stars that had Bruce Willis at the top. "Here are the clients that I represent, what do you think I can do for you?" They sent me to audition for one line in Guarding Tess. It was incredibly frustrating.

A: There's a point where you resign yourself to the idea that you're going to be a journeyman. But I had a nice house, a couple of cars. I was living an exceptionally nice life. There was a turning point after I'd read five times for Ridley Scott for (he part that Brad Pitt ended up getting in Thelma & Louise. That was the closest I'd ever gotten to a big film. I literally stopped and took an honest look at my career. I thought I'd be doing television series the rest of my life.

Q: It must have hurt to watch Brad Pitt catapult to full-fledged movie stardom with that role.

A: I wouldn't see that movie when it first came out. I was just... so... mad. And Brad just kept going and going and going. I finally saw it a year later when it came out on tape. I sat there with my mouth open, saying, I would never have thought of doing things the way he did them. Suddenly I realized how right Ridley Scott was. When you don't get a part, you think, the director's just an idiot. Truth is, he couldn't have been more right. Brad couldn't have been more perfect for the role.

A: When I realized I'd fallen into full-on mediocrity and I was getting out of a marriage that wasn't working. Things just weren't going my way. I was doing a series called "Baby Talk," and [executive producer] Ed. Weinberger and I were fighting like mad. What Ed. lacked in couth, he made up for in pure anger. It was the first rime I ever thought of doing something else with my life.

Q: You walked off that series, didn't you?
A: When I quit, I thought I'd be fired for good. But the minute I stood up to this guy, who was a jerk, things changed. Actors always come from a place of fear that they're never going to work again in this town. Like there's this little club where they sit around and say, "You know this guy Clooney? Let's never hire him again." The truth is the opposite. Suddenly, I could make balky decisions, take falls.

A: When I quit, I thought I'd be fired for good. But the minute I stood up to this guy, who was a jerk, things changed. Actors always come from a place of fear that they're never going to work again in this town. Like there's this little club where they sit around and say, "You know this guy Clooney? Let's never hire him again." The truth is the opposite. Suddenly, I could make balky decisions, take falls.

Q: The success of "ER" got you your first starring role, in the vampire pic From Dusk Till Dawn, followed by One Fine Day, The Peacemaker and Batman dr Robin, all of which were considered disappointing.

A: That's not how I thought of them. All of them were great breaks for me. From Dusk Till Dawn was a huge break. Quentin Tarantino, coming off Pulp Fiction the year he got the Oscar, wrote it and played my brother. Robert Rodriguez, coming right off El Mariachi and Desperado, directed.

A: I read for Reservoir Dogs, the Michael Madsen dancing-around scene. I probably would have been horrible and I thought he was so great in it. It's the best thing I ever saw Michael do.

Q: Considering how long you waited for your shot at features.  From Dusk Till Dawn was an odd choice. It was unapologedcally violent, and it was two films grafted into one.

A: But the script was so good. In the first half of that movie the dialogue is spectacular, it's Pulp Fiction. The second half is a much different kind of film, the kind I also enjoy. People who love that film absolutely love it. But the ones who hate it, wow! When I bring it up to some entertainment reporters, you can actually see them twitch. They hate the gratuitous violence. I understand that, but it made me laugh. And my part was so well-written, I saw an opportunity.

A: The world changed. Steven Spielberg sent me a note, saying, The Peacemaker is the first film from our new studio and I'd love you to do it. I'd made $250,000 on From Dusk Till Dawn, and then Steven was offering me $3 million to star in his first movie at DreamWorks.

Q: Didn't he get you extricated from a pay-or-play deal at Universal to be The Green Hornet, something only Spielberg could have done?

Q: The film right after From Dusk Till Dawn-was One Fine Day with Michelle Pfeiffer, a movie that was deemed just OK. Is it a good memory?

A: It was another gigantic break. I cant even explain how big a break. For the first time I was doing a romantic lead in a movie, and I was eye to eye with one of the top five leading women in the country. And the reviews were nice to me. The movie was what it was—everybody did their jobs. It wasn't groundbreaking stuff, but it makes you smile. And it made a lot of money. Was it a great film? Absolutely not. Was I proud to be in it and was it a lucky break for me? Absolutely.

Q: So when people point out your "failed" movies, they're missing the point—that you were proving you could exist in these worlds.

A: I wasn't really trying to prove anything. There was no master plan. I got jobs, and they were big breaks. On The Peacemaker vie took some harder hits than we deserved.

A: DreamWorks was being reviewed rather than The Peacemaker. It was the first time I'd gotten bad reviews ever in my life. Actually, Batman came out first, so it was like a one-two punch.

Q: You've often joked you were the actor who destroyed the Batman franchise.

A: It's a pretty horrendous film. Joel Schumacher is a good friend of mine. Akiva Goldsman, who wrote it, is a very close friend of mine. None of us really did it right. I got a call from Joel right after I made the deal for The Peacemaker, and he said, do you want to play Batman in the next film? And I jumped up and down, screamed and said, Yes, I will play Batman.

A: I thought it was a bad script. But again, a gigantic break. Batman changed everything. Without Batman, I wouldn't ever have gotten to do Out of Sight. And as bad as it was, Batman & Robin was still a gigantic hit. It still made $230 million worldwide, plus tons of merchandise.

A: Batman movies have always been the story of the bad guys. Bruce Wayne sits around, going, It's so hard to live because my parents were killed when I was little. We as an audience, go, OK, you're rich, you're schtupping the most beautiful babes in Gotham City, you've got a mansion and the coolest gadgets. Get over it. Other than that, it's been about the Joker or the Riddler. There wasn't much for me to do and I didn't do it very well. There are reasons.

A: One of them was it was intimidating. They were paying me $3 million to do it and that was a lot of money even though it was a $ 110 million film and they paid Arnold $20 million. Also, the entire film was completely looped—even when Bruce Wayne is sitting there talking to Alfred. I am the most hated man on the looping stage. As likeable as I like to be everywhere else, on the looping stage I'm the devil. After the first season of'ER," I never looped. I hate looping and every time I see a loop on screen I notice the dead air and see how it takes away from the performance. I'd rather hear scratching noises in the background and get the real performance. It's part of where the studio system went wrong, trying to gloss over everything.

A: I knew that in the last part of The Perfect Storm we were going to loop because you couldn't hear any of it. But the looping in Batman & Robin sucked the life out of the film.

A: I'd never been thumped before, so I took it hard. But you have to say, OK, this lets me get other films made. You know you're going to take some hits along the way. But it still hurts when they come.

A: They pay you to do publicity for a film, but I draw the line in lying about it. You find ways to talk around it. You say it's the biggest movie I've ever seen and working with these guys was one of the greatest times of my life. You say everything but the fact that the movie is an hour too long and just doesn't work. I decided after Batman that I wanted to be sure I could go in and say, "I'm re; proud of the film." So I didn't do a job for a year. I just focused finding the right script.

Q: Your choices became more offbeat after Batman. Did you wo at all that unless you made commercial choices you'd risk bein character actor?

Q: Most stars would raise their price after a film like The Perfect Storm. Did you?

A: I had an opportunity recently to raise it up a bit. We had a talk over at CAA, and we said, Why not stay where we are, which is already a lot of money. I'd rather not take a giant fee up front, because you bust the budget and then you can't get the costars you want. I'm no good without that. And when I take $ 12 million of the budget upfront, a $30 million movie becomes a $42 million movie. That's a big difference, and it hurts the film. I'd like to take little or no money up front and get a legitimate piece of the backend. If the movie makes money, you make money. If it doesn't, you got to make a movie you wanted to make. The hard part is that they've worked it out with so many lawyers that I've never seen any money from any backend deal I've ever had, and some of those movies have made good money.

A: Guys have been doing this forever. We wouldn't have made Three Kings if I´d gotten paid the deal that I had, which was $10 million. I gave back $5 million to get it made. I took $2.5 million and they gave me another $2.5 million later, as a thanks.

Q: Speaking of Three Kings, what was more trying, getting hit with thousands of gallons of water on The Perfect Storm, or fighting with director David 0. Russell in the desert?

A: By far, being in the desert. David and I get along fine now, but it was a very bad time on that film.

Q: In the well-publicized brawl you had with him, it sounded like you didn't object to his abuse of you, but rather to his bullying an extra.

A: In fairness to David, he came after me enough that I was probably already sufficiently irritated. You sit there saying, he's the director, I'll take it, he's the director, I'll take it. Maybe I went off because I was angry in general. It was a hard film to do for so many reasons. The elements were really hard. I was working two jobs at the same time, flying in and out. And David directs by telling you while you're on camera how to say every single line, which is not a way I'm capable of working.

A: Eriq wanted to go after TV Guide and rightly so—he'd done three photo shoots for them, and they never put him on the cover. Maybe you do one and they don't put you on the cover, but not three. Problem was, his complaining made it look like he was an actor who was upset about not getting on the cover of a magazine as opposed to the bigger issue of racism. I said, let this cast, all of us, take this up. First thing we had to do was research. Then I called the editor and asked, Why? He said, You can't tell us what to do. I said, Absolutely not, but I can point it out when you don't do it. We were going to go after them, but then the whole thing happenedwith Princess Diana and I became the go-to person on that issue.

Q: Which was because of your earlier battle with the tabloid show "Hard Copy." Where does your willingness to fight all these battles come from?

A: It's all from my dad. He'd say things like, Don't come back and look me in the eye if you don't do the right thing. With the Diana thing, I knew I was going to be talked about as one of those whiny actors. But as people, we are all held responsible for our actions. With the "Hard Copy" issue, I'd told Paramount I wasn't going to help them make money by being on one of their shows ["Entertainment Tonight," "Hard Copy's then-sister show] when they encourage kids with video cameras who walk through the airports and pick fights with my girlfriend, saying, "Hey, who's the fat chick?" so that I get into a fight with them and they sell that to Paramount Television for "Hard Copy." Every day another celebrity joined the boycott, and it turned out to be a great success. And for all intents and purposes, I'm still standing, and "Hard Copy" is gone.

Q: Despite these battles, you seem to be a real fan of journalism. You've said you want to make a TV movie out of Edward R. Murrow´s battle against Sen. Joseph McCarthys communist witch hunt. Is he a hero of yours?

A: My absolute hero. Journalists were heroes to my father and to me while I was growing up. Journalists changed the world. Maybe the bravest act I've ever seen anyone do is Murrow standing up to McCarthy when no one was going after him. When I was growing up. Woodward and Bernstein brought down a crooked presidency. Walter Cronkite is the reason that the Vietnam War ended when it did. Journalists changed the world. Most of the journalists I know really want to do things right. What they hate more dian anything is being grouped in with idiots who call themselves journalists.

Q: You are nostalgic for great journalists, and when you bring up actors, you bring up old greats. Who's your hero as an actor?

A: I've watched tons of old movies, but new ones as well. Gene Hackmans as good an actor as I've seen working. But Spencer Tracy is my all-time favorite. I also loved Henry Fonda. The best of the actor/actors, the guys out of the Actors Studio, was Montgomery Clift. He was better than Brando, better than Dean. Watch him in A Place in the Sun—you'd be hard pressed to find a better performance. Paul Newman in The Verdict is as good a performance as you'll ever see. Daniel Day-Lewis in My Left Foot is shockingly good—you just sit there and say, I quit, I am never going to be able to do that.

Q: You mentioned earlier you have limitations as an actor. How do you evaluate yourself?

A: Some of those limitations have come from fame. I'm not famous from theater or movies, I'm famous from television and it's a whole different kind of thing, much more intrusive. You pay eight bucks to see a movie star, they're 60 feet tall and it's a big deal. I was in your house every day. You watched me in your underwear. "ER" did a 40 share with 150 channels out there—it was one of the most successful shows in the history of television when it was at its peak. We were this focal point in people's homes every day. They feel they get to know you personally. They don't want to let you do other things.

Q: Is the reason you didn't do a Boston accent like the others in The Perfect Storm that you thought the audience wouldn't buy it?

A: First of all, Billy, my character in The Perfect Storm, didn't have one; he was from Florida. But we talked about it. I'm a pretty good mimic. I can do accents pretty well. We tried it a couple times, but we decided that even if it was absolutely perfect, people would spend the first 15 minutes watching me and listening for it.

Q: Would it have been like Kevin Costner's accent in Robin Hood: Prince of Thieves?

A: No. That was just a bad accent. He's a talented actor, but that was a horrible accent. It would have been more like Out of Africa, when Redford had a good English accent, but the director took it out and explained, You're Robert Redford. You do it great, but you're Robert Redford and it doesn't work. I get away with the Southern accent in 0 Brother, but then, I'm from Kentucky, so it's easier, and the dialogue is written to be spoken that way.

Q: You've teamed up in a production company with your Out of Sight director, Steven Soderbergh. Normally, when a star forms a production company, its with a businessman who'll cover things while they're AWOL on a project. But Soderbergh will be as distracted as you.

A: We're friends, and we share similar tastes in material and the two of us together can attract a different quality of project. I started out with a nice guy who had the old producer ideal—you get 35 projects in development and do two or three of them. I looked at all the projects and said, I wouldn't do any of these. When that deal was up, I said to Steven, Look, let's do movies we want to do. It was a way for me to protect Steven, and for Steven to protect me. He's got great taste.

Q: Your next film is with Steven—an updated version of the 1960 film Oceans Eleven.

A: My friends and I are on a bus going cross country. I get the tape for Ocean's Eleven, figuring it's the coolest guys in the world, Frank, Sammy, Dean. We pop it in, and it's like, Yeah, woooo, Ocean's Eleven. Ten minutes in, and it's like. Woo. Another five minutes, it's like, Whoa, get this off. Oceans Eleven isn't a good movie at all. Then Warner Bros. sent me Ted Griffin's remake script, and I said. Wow, this is a great script. The only thing similar is 11 guys pulling a heist. I'm not playing Frank Sinatra, nobody's playing Sammy or Dean. Steven calls me that night and says, I just finished Ocean's Eleven and I know how to do it. I've known Steven for four years and I've sent him 20 scripts and he not only passes, he says. No way dude. He's a snob. Next day we walk in to see Lorenzo di Bonaventura at Warner Bros., and he greenlights it on the spot. We start talking to Brad Pitt and he's in. Steven had just finished Erin Brockovich with Julia Roberts and he sends her the script with $20 tucked in and a note saying, "I hear you get 20 a picture now." She's in. Then everybody starts calling, you can't imagine the names. We're going to have a terrific cast, everybody working below rate. We said, If we all get paid, we can't make the movie, so why don't we all just take a big chunk of the backend, work cheap and see if there's any money at the end.

Q: You're involved in the project Gates of Fire, based on Steven Pressfields novel about the stand by 300 Spartans against tens of thousands of Persians in the Battle of Thermopylae, which Michael Mann is developing.

A: Gates of Fire is an amazing story. Gladiator was my favorite film of the year, but I think Gates of Fire is a better story. Bruce Willis calls me about once every two months, asking what's going on. He's dying, dying to do it.

Q: You were in the closing scene of The Thin Red Line, and everyone in the theater said. Hey, there's George Clooney, and then it was over.

A: That's the one movie I really got the shaft on. When I heard Terry Malick doing a movie, I wanted right away to be in it. Everybody did. I had a few scenes. We shot them. I saw them, I'd done a good job. Later Terry called and said one of the storylines had gotten cut, so they had to cut some of my stuff. I said, OK, what am I in? He says, well, just that last scene. I say, Terry, please, cut me out completely. Don't leave me in the last scene of the movie. He says. Well, we kind of need that. I begged. I tried everything. I told him to say I sucked. I think because he lives in this igloo of an isolated life, he didn't realize I was too famous to be in one scene at the end of the movie. He didn't see it would stand out like a horrible casting thing.