George and Renée

For a few minutes on a Monday afternoon in early autumn, on the roof deck of a Manhattan photo studio, the impromptu banter of a celebrity interview suddenly sounds as though it’s been scripted by Preston Sturges. George Clooney is sitting with Renée Zellweger, his costar in the upcoming screwball comedy Leatherheads, which Clooney also directed, and the two are chattering away, less like the former paramours they are alleged to be and more like pals from way back, catching each other up on how they conquered the world at 24 frames per second. Their connection is so striking, one of such evident affection and yet such inert sexual chemistry, that it’s only natural to ask how long the two have known one another.

“Oh, God,” says Zellweger with a sigh, as if attempting a long math problem without paper and pencil. “Twenty-five, 30 years.”

“Thirty-five years,” figures Clooney.

“We’ve been married 28,” notes Zellweger.

“Twenty-seven,” says Clooney firmly. “We lived together the first year. It was a lot of fighting.”

“But we saved on rent,” she says.

“That was the only reason,” he says.

“And I fed the dogs and pigs,” she says. “I vacuumed too.”

“That’s true,” he says, adding, “I was a younger leading man, and she was an ingenue.”

And now?

“He’s a younger leading man,” Zellweger answers. “And I’m a character actress.”

They both laugh, but Clooney, true to his reputation as a gentleman, is too gallant to let the brunt of old age fall on the lady alone. He passes a hand over himself—all 46 years of him, trimmed with a thatchy beard (for his role in the Coen brothers’ film Burn After Reading) and topped with graying hair that makes him look not a day over 50—and insists that he is the one falling to pieces, veritably before our eyes. “I’m Lionel Barrymore,” he says.

Welcome to the George and Renée show, one of the livelier comic duets since Burns and Allen. The old friends (who eventually acknowledge having known each other for about a decade) and recent costars have briefly alighted together on this Manhattan rooftop to discuss Leatherheads, Clooney’s first directing effort since the 2005 film Good Night, and Good Luck, for which he received Oscar nominations for direction and screenwriting. (That same year he also won a best supporting actor award for Syriana: “All right, so I’m not winning director,” he predicted, correctly, in his acceptance speech.) Egging each other on, the pair’s frisky conversation shifts gears from the earnestly thoughtful, with Clooney proving himself to be the sort of Democratic alpha male Al Gore wanted to be in 2000, to the shamelessly goofy. Zellweger, in particular, is as energetic as a Spinning instructor and loopier than Minnie Pearl.

Physically, neither is quite as one might imagine. Zellweger is built of bunched muscles, like a sprinter, with limbs toned by daily runs and a summer of learning to surf on Long Island, where she has a house. Her new haircut is almost short enough to be butch. (“I was going to make a joke about it going with my biceps,” she blurts in her loose-cannon way. “But I won’t.”) Clooney, on the other hand, is almost slight without the masculine armor of Danny Ocean’s hand-tailored suits. The polo shirt he wears reveals a trim but hardly muscular physique. He does move, though, with the loose-limbed ease of a younger man, thanks to his regular pickup games on the basketball court. Seeing a hoop in the photo studio, he gathers a few opponents for a game of Horse and lightly steps into a credible jump shot (he misses) and smooth layup (again). Later he cheerfully reports to Zellweger, who had been getting dressed during the matchup, that he lost.

“The f—ers beat me,” he says.

“Which ones?” she asks.

“All of ’em,” he answers with a laugh.

Clooney’s engaging personality hews pretty closely to the likable screen image he’s established since his breakthrough role on ER. “The cashier at the supermarket has a pretty good idea what he’s about,” says Tony Gilroy, who directed the actor in this fall’s Michael Clayton. “There is no other guy there.”

Asked to describe working with Clooney, Gilroy confirms just what the cashier may have suspected: He’s a charmer. “He’s a tribal king, man. He doesn’t have to buy the crew a bunch of sweatshirts to get them on his side,” Gilroy says. “He’s a good hang, always.” And so he proves to be. Clooney is clearly used to commanding attention, and like a CEO or a small-town mayor he makes easy use of his status. He speaks fluently, never in a rush to make his point, but always moving toward one, whether the topic is film or politics. At the mere mention of the word “politics,” Zellweger pretends to break out in a rash. “Get the calamine lotion,” she jokes. But Clooney has accrued an unusual level of credibility on this subject, and his recent work for Darfur alongside conservatives like Senator Sam Brownback protects him somewhat from right-wing critics, who, he says, might otherwise label him “the bad liberal freak.” As for the upcoming presidential race, he has said that he’ll do whatever it takes to help Barack Obama, even if that means publicly giving him a wide berth. Privately, they stay in touch. “I spoke to him two days ago for a half hour,” Clooney reports. “I think that he’s in that sort of doldrums, that midelection run, where you’re still trying to define what it is that you want to be.” Clooney’s advice to Obama, offered in all apparent seriousness, would be to watch the The Candidate—a 1972 Oscar winner starring Robert Redford as a charismatic liberal underdog running for the U.S. Senate—for inspiration.

Clooney could well have his own campaign to oversee in the coming months, since buzz about his performance in Michael Clayton has raised talk of another Oscar nod. In the film, he plays the titular “fixer” in a powerful New York law firm who is charged with mopping up messes made by the firm’s wealthy clients. He’s a divorced, heavily indebted burnout case with a gambling problem—a far cry from the dashing dazzlers Clooney is known for playing.

That Michael Clayton has been more popular among critics than at the box office underscores one quirk of Clooney’s career. As a recent story in the Los Angeles Times noted under the headline his box office isn’t pretty, his more serious projects have failed to attract crowds. While the Ocean’s trilogy has earned $426 million, Syriana made just under $51 million and Good Night, and Good Luck just over $31 million. Last year’s The Good German sank under bad reviews and was an outright failure with a paltry $1.3 million take. Still, Jeff Robinov, the head of film production at Warner Bros., where the Clooney–Steven Soderbergh production company Section Eight had a deal until the partners closed shop last year, dismisses the notion that Clooney has anything to answer for. “What would your expectations be for Good Night, and Good Luck, which is a black and white period film?” asks Robinov, who points out that Syriana was, from the outset, “180 degrees” away from the commercial intent of Ocean’s. “I look at Syriana and say, ‘What more could you have hoped for?’ It met our box-office expectations, and he won an Academy Award.” Grant Heslov, Clooney’s friend of 25 years with whom he recently cofounded a new production company, Smoke House, explains that although Clooney could make “loads of cash” if that’s all he cared about, he’s more concerned with his legacy at this point. “He doesn’t ask himself, ‘Am I going to be paid?’” Heslov says, “but, ‘Did I stick my neck out? Did I take a chance?’” Leatherheads, Smoke House’s first film, does take a jag away from Clooney’s recent work, back toward earlier comic roles. It is also the first time that Clooney and Zellweger appear together in a movie, although at this point it’s still too early to know how convincingly they portray a screen romance. At the time of this interview, a final cut of the film, due out next spring, was not available, but Clooney did bring a few snippets with him—on his iPhone—to show Zellweger.

“Here we go,” Clooney says. “This is my favorite barroom brawl.”

“Oh, that’s so cool,” Zellweger squeals, marveling at the technology. “I can’t make a call on mine.”

The film is set in the Twenties, when football is beginning to rouse itself from the cow pasture, and a few enterprising fellows such as Clooney’s Jimmy “Dodge” Connelly are just tapping into the game’s commercial potential. Clooney first saw the script in 1993, when he could perhaps more credibly have played the lead role on the 50-yard line. He has rewritten it substantially, adding jokes about his status as the league’s most geriatric player. “You can’t try to hide your age,” Clooney reasons, “and you can’t try to pretend it isn’t there. You have to use it as a tool.”

Zellweger plays Lexi, a crackerjack newspaper reporter who pretends to be a sportswriter so that she can investigate rumors that the star player, a World War I hero (John Krasinski from The Office), has battlefield secrets. Lexi comes off as a cross between Rosalind Russell—and Zellweger can sling her lines with the best girl Friday—and Maureen Dowd. “She doesn’t miss a beat, and she suffers no fools,” says Zellweger, 38, of her character.

“In movies, so often the guy gets to be the one with all the answers,” Clooney says. “In this one, she’s the smart one. Which was incredible acting on her part.”

“He’s not kidding,” she agrees in a sporting tone.

“Oh,” says Clooney at his most mock serious, “I’m not kidding.”

The experience of directing his old pal was one that Clooney took in stride. “She’s my friend, so I can be really direct,” he explains. “I can say, ‘That’s not a good angle,’ and not try to manipulate her, saying, ‘Well, maybe you’d be looking off over there because the moon is shining.’”

Zellweger, though, admits to being anxious about letting Clooney down. She didn’t want to “drop the ball…to be the one who sucks.” “He doesn’t even know how important his opinion has been to me over the years,” she confides later in the day, after Clooney has left the building. “I don’t want to disappoint him. ”

Zellweger began her career in her native Texas. After college she landed roles in Reality Bites, The Return of the Texas Chainsaw Massacre, Love & a .45 and The Whole Wide World, all of which were filmed in the Lone Star State. Cameron Crowe happened to see The Whole Wide World while casting Jerry Maguire. Her role in Maguire put her on the map. In the years since, she’s been nominated for three Oscars—for Bridget Jones’s Diary (2001), Chicago (2002) and Cold Mountain (2003). She finally took home the best supporting actress statuette for the last.

It was around that time that Zellweger decamped from Los Angeles and established a new life in New York. Chicago director Rob Marshall says he wasn’t surprised by her move. “She wanted to be stimulated by what New York has to offer; she’s a learner,” explains Marshall, a close friend of Zellweger’s. “She also disliked how she was followed and scrutinized in her every move in Los Angeles. It’s important that she drive herself or go to Starbucks on her own. She doesn’t like pomp. She works to stay connected to the world and stay a real person.”

But Zellweger’s career, despite the change in scenery, began to lag, with lackluster films like Cinderella Man and Miss Potter raising the specter of the infamous best supporting actress curse. Even her 2004 Bridget Jones sequel grossed only $40 million domestically. Marshall seems doubtful when asked if such numbers will have any lasting effect on Zellweger’s career. “From my perspective as a director, I don’t even look at box office,” he says. “I look at the risky projects like Miss Potter that appealed to her. It’s all about the challenges she takes on and the work she does. That’s what’s attractive to me.”

And, indeed, after something of a lull, Zellweger has a full slate of films set for release in 2008: She will lead the high-concept thriller Case 39 and is set to star in a Western, Appaloosa, with Viggo Mortensen and Ed Harris. First, though, there’s Leatherheads. “I just get so proud that my head pops off,” she says of the film. “George is such a confident director, and he has no idea. And he’s a nice person. It gets boring hearing that, but it’s true. Every once in a while you get the real good guy. You’ve got your Jimmy Stewart. You’ve got your Paul Newman. Now you’ve got your George Clooney.”

Leatherheads is Clooney’s third outing as a director, after Confessions of a Dangerous Mind and Good Night, and Good Luck. Working with masters like Joel and Ethan Coen and Steven Soderbergh, he says, “taught me everything I know. If you plan it out and work really hard, then it’s much easier to make films.”

Clooney also openly admits to borrowing from directors he admires. “I sent apology letters to Mike Nichols and Sidney Lumet after Confessions because I just directly stole shots,” he says. “But then I told Joel and Ethan that I’ve stolen shots from them, and they’re like, ‘Yeah, we stole that shot from Capra.’”

Directing himself, though, is a challenge that he’s not eager to take on again. It’s too hard, he says, to “really have perspective on yourself.” On Leatherheads, he relied on the feedback of longtime crew members, Heslov in particular. And one might say that Clooney has adopted a similar strategy in real life, maintaining perspective by sticking close to those who knew him when. He still lives in his pre-ER neighborhood in Studio City, an enclave socio-geographically on the wrong side of the hills (of course, there’s also the villa in Lake Como, Italy). “Most of his friends are friends from before,” says Heslov. “We all still hang out and still give each other s—. It’s the idea of not taking yourself too seriously. ”

Clooney says that becoming famous relatively later in life—he was in his 30s when ER took off—has enabled him to keep a steady grip on reality. Born in Kentucky, the son of a local newscaster, he went to a public high school so small—23 pupils total—that it couldn’t field a football team. At age 20, after “Aunt Rosemary,” singer Rosemary Clooney, invited him to live with her in L.A. and try his hand at acting, he drove west in a rusty 1976 Monte Carlo. “I probably made her life hell,” he says with a chuckle.

The actor recalls himself then as a small-town rube. When he first arrived, he recounts, Rosemary’s son Miguel Ferrer (Crossing Jordan, Bionic Woman) offered to show him around. The two were in a Porsche and eventually hit downtown Hollywood, which back then was run-down, with hookers on every corner. “I didn’t know what hookers were,” recalls Clooney. “We pulled up at the stoplight, and all of these girls came over, and they were like, ‘Hey, do you want to party?’ I looked at Miguel and I said, ‘Chicks love me, man! I’m on fire here!’”

Ferrer looked at him with pity and pointed out that the nice ladies were interested in a certain kind of work and that Clooney, if he hadn’t noticed, happened to be in a Porsche. “Figure it out, moron,” he told the young Clooney.

These days the people waiting for Clooney on street corners are more likely to be paparazzi. Like Zellweger, he dislikes the side effects of fame, but he does find the occasional battle against tabloid culture energizing. In 1996 he led a vocal campaign against the trashy “news” show Hard Copy, and last year he took on the blog Gawker when it encouraged readers to report stars’ precise whereabouts for the site. Zellweger, who had been changing after the shoot, arrives just as Clooney begins the tale.

“I’m talking about Gawker,” he tells her.

“Oh, I log on every day to see where George is,” she gushes. “Oh my God, get your things! He’s at Barneys!”

While some celebs demanded that the site be shut down, Clooney suggested an alternative: He asked people to post fake sightings. “They had 6,000 locations for me in the first day,” he reports with pride. Gawker admitted temporary defeat, even posting some of the messages, from “George Clooney at the Beverly Hills Hotel” to “I think he’s in my backyard.” Zellweger, as usual, sees things differently.

“The problem with that,” she teases, “is with his schedule these days, the sightings were all true. He was in all 6,000 places that morning—before lunch.”