George Clooney is talking, talking, talking.

The man sure can talk -- enthusiastically, at length and, it must be said, often charmingly. At the moment, he's verbally bouncing all over the place: his career, the state of American journalism, his sometime nemesis Bill O'Reilly, Iraq. And, oh, his aching back.

"I wish it was one of those things where you just thought it was just a back issue, and you throw your back out again," he says. "The problem is, I've had all this surgery, and there's still seals in these little tiny holes, and when those get blown, the spinal fluid leaks."

Um, George. Too much informa --

"Yeah," he goes on, quite cheerfully, considering, "anything you do, if you just lift a chair, you can blow that seal. And then it's two months of injections. They take 30 ccs of blood out of your arm and shoot it directly into your spine to coagulate the holes and seal 'em up."


Clooney is talking about his back because it played a recurring role in his latest project, which is why he's doing all that talking in the first place. Clooney began directing, and acting in, "Good Night, and Good Luck" nine days after undergoing neck and back surgery early this year (he also wrote the movie, with Grant Heslov). Without getting as clinical as Clooney can about it, it was a painful experience.

Nevertheless, Clooney was determined to make the film, which opens in Washington on Friday, for several reasons -- some personal, some political, some professional. The movie is a dramatization of the events surrounding legendary CBS newsman Edward R. Murrow's confrontation with Sen. Joseph McCarthy, the Communist-hunting conservative, on Murrow's "See It Now" programs in 1954. Actor David Strathairn plays the gloomy, world-weary Murrow. Through archival footage, McCarthy plays McCarthy at his slurry, alcoholic peak. Clooney is in the movie, too, as Murrow's producer, Fred Friendly, but this isn't a Clooney vehicle. Friendly is an unglamorous secondary character that Clooney decided to play, he says, largely to help attract financing for the picture. Plus, he adds, "I always wanted to play a Jew!"

"Good Night, and Good Luck" -- the title is Murrow's sign-off -- is certainly an accomplished piece of work. Strathairn won best actor at the recent Venice Film Festival, and Clooney and Heslov won the screenplay award. But this isn't "Ocean's Thirteen," a sure-fire, bound-for-box-office-glory kind of flick. It's small (there is but one exterior scene) and -- heavens! -- thoughtful. Clooney acknowledges that many people at test screenings had no idea who Murrow and McCarthy were. Some even asked for the name of the actor who played McCarthy. "We want to take out ads in the trades saying, 'For your consideration for best supporting actor, Joe McCarthy,' with quotes from Time magazine saying, 'He's mesmerizing!' " Clooney quips as he digs into a breakfast of bacon and eggs at the Four Seasons Hotel in Georgetown. The personal part of the story is Clooney's own connection to the news business. His father, Nick, was a TV talk show host and anchorman for many years, most prominently at WKRC in Cincinnati, where his mother, Nina, also worked. Young George hung around the news desk starting at the age of 5 and was variously a cue-card boy, a teleprompter operator and occasionally newscast floor manager. He studied journalism at Northern Kentucky University and did some reporting for an Ohio cable-access channel. But his journalism career was brief; when his cousin Miguel Ferrer (the son of actor Jose and singer Rosemary Clooney) got him a small part in a movie, Clooney began thinking about acting, not newscasting.

Clooney sees his father's professional struggles -- constant fights with management and sponsors, battles to keep entertainment from encroaching on the news -- reflected in Murrow's.

Those tensions are prominent themes of the film, which was shot in black-and-white and made for the Hollywood equivalent of spare change, $7.5 million. Murrow was a journalistic giant after his radio broadcasts during the German blitz of London in World War II. But in the new TV era, CBS exploited his gravitas by having him host a frivolous, and hugely popular, celebrity interview program called "Person to Person." (Murrow, in an actual exchange captured in the film, innocently asks Liberace, "When will you be getting married, Lee?") When Murrow finally decides to challenge McCarthy's bullying methods on "See It Now," he has to navigate around his nervous sponsor, Alcoa, and the even more nervous head of CBS, William Paley (played by Frank Langella).

The movie gets many of the period details right -- the Brylcreem hair and starchy white shirts, the casual office sexism. Patricia Clarkson, playing the only female member of Murrow's merry band of newsmen, is regularly ordered to fetch newspapers and coffee. Cigarette smoke curls through almost every scene, including Murrow's on-air reports. Strathairn, a ubiquitous supporting actor and veteran of such films as "Silkwood" and "L.A. Confidential," says he smoked between 30 and 50 cigarettes a day during the five-week shoot. In real life, Strathairn's a nonsmoker. In real life, Murrow died of lung cancer.

Clooney says he's not trying to pick a fight with McCarthy revisionists, such as Ann Coulter, who has written that many of McCarthy's targets were, indeed, Communists and traitors. The film makes no case for the innocence of anyone McCarthy accused. Instead, it argues, as Murrow did, for due process and the right of the accused to a fair hearing. It's not hard to see where Clooney is going with this; you can make out the shadows of Guantanamo and Abu Ghraib in the background of "Good Night."

There's also a kind of parallel commentary on the role of media sensationalism. As McCarthy was attacking Murrow's patriotism, a lesser-known CBS newsman, Don Hollenbeck, was being regularly smeared by a popular redbaiting columnist, Jack O'Brian, of the Hearst-owned New York Journal-American. As the bigger drama with McCarthy unfolds, the film tracks Hollenbeck (Ray Wise) as he unravels under the relentless press attack.

This is something Clooney knows a little about. In addition to fending off paparazzi -- living most of the year in a villa outside Lake Como, Italy provides some isolation -- he has engaged in a hit-and-run verbal brawl with Fox News's O'Reilly over the years. Among other things, O'Reilly has challenged Clooney's integrity in the management of funds the actor raised for victims of the 9/11 attacks. At one point, after the flop of Clooney's "Confessions of a Dangerous Mind" and "Solaris," O'Reilly declared that Clooney's outspoken liberal views had harmed his movie career.

But Clooney is quick to draw distinctions: Bill O'Reilly not only isn't Joe McCarthy, he isn't even Jack O'Brian.

"No one ever elected O'Reilly to an office," he says. "He's never had our vote or our proxy to use against us. . . . Plus, the media is so fractured these days that nobody can hurt you like they did years ago because nobody has as big an audience. There used to be three networks. Now there's hundreds and hundreds.

"Besides," he adds, unable to resist a tweak, "I don't believe McCarthy was ever accused in a deposition of telling a female employee she should use a vibrator" -- a reference to a claim made in a sexual harassment lawsuit, since settled, by one of O'Reilly's former producers.

O'Reilly declined to tweak back, but Fox News spokesman Paul Schur responded, "We are disappointed that George has chosen to hurt Mr. O'Reilly's family in order to promote his movie. But it's obvious he needs publicity considering his recent string of failures. We wish him well in his struggle to regain relevancy."

Ultimately, Clooney liked the Murrow story because of what he believes it says about journalism and news reporting. By his reckoning, the two great "high-water marks" for TV news were Murrow's confrontation of McCarthy and Walter Cronkite's declaration on CBS News in February 1968 that the war in Vietnam was an unwinnable "stalemate." Both were moments when "broadcast journalists had impact," he says. "They had an immediate effect on policy."

Most broadcast journalists would agree that those were extraordinary moments in TV history. But they were also highly unusual. Murrow and Cronkite -- each referred to in his time as "the most trusted man in America" -- almost never stepped out of their roles as neutral reporters to advocate a position, particularly on issues so freighted as McCarthyism and the Vietnam War. Today, such direct advocacy might be regarded as partisanship.

"The fact that in 50 years you can point to only two instances shows you how rare those comments were," says Barbara Cochran, a former Washington bureau chief of CBS News and now president of the Radio-Television News Directors Association. Murrow and Cronkite weren't being partisan, she says; rather, they were "speaking as news analysts, based on decades of reporting."

In any case, Clooney contends the news media have lost something since then. "I'm not a journalist, I'm just an observer," he says, "but there are times when the media takes a bit of a pass at asking the tough questions. The bigger concern is when Judith Miller writes stories saying there are definitely weapons of mass destruction [in Iraq], and then the New York Times later apologizes because they say, 'Listen, we should have asked tougher questions.' That's a dangerous place to go. . . . When I was growing up, my father's argument was always, it's not just your right, it's your duty to question authority. Always."

Later, talking with a group of broadcast journalists, Clooney expresses sympathy for Miller, who is in jail for refusing to divulge her sources to investigators in the Valerie Plame-Karl Rove leak case. He then contrasts this with Miller's misreporting on Iraq. "Maybe," he jokes, "Judith Miller should go to jail for a couple of those stories!"

In person, Clooney, who is 44, is a surprisingly unextraordinary presence. He's handsome, certainly, with that nicely graying head of hair and a smile so devilish that you almost expect a glint of sunlight to bounce off his teeth. There's an attractive energy about him, too; he talks and moves about quickly. But movie cameras and magazine covers do funny things to people. In Clooney's case, they bulk him up and make him seem taller and sturdier than he is in person. His head, slightly large for his frame, settles into proportion on camera. In person, he's thinner than you'd expect, almost delicately boned (he gained 35 pounds for a recent part, but dropped all of it by "working out and not eating"). Today he's wearing a blue polo shirt, chinos and some kind of unidentifiable Euro-brand tennis sneakers that look like sensible nurse's shoes.

"Good Night" marks something of a pivot point for Clooney. He's still a bankable leading man, but he knows those gifts are a depreciating asset. "I don't see myself as this 65-year-old [starring] with a 35-year-old girlfriend," he laughs. "I don't think that's my fate. . . . If you have any sense of history, you know you only have a certain amount of time as an actor before people say, 'That's enough.' "

So, what he really wants to do is act -- and direct and produce and write. He sees his career arc as akin to those of Clint Eastwood, Woody Allen and Robert Redford, stars with enough clout (and talent) to make the transition from acting in someone else's films to creating movies of their own.

"I find as I lean more toward directing and writing, it gets harder and harder to pick an entertaining script [as an actor] because, boy, you've seen 'em all," he says. "It's hard to find one that doesn't make you want to throw up when you read it. The problem with that kind of script is that I know the outcome of every single one of them by Page 2.

"It's funny," he reflects, "you think you get to a certain place in your career where they're offering you everything and you think, 'Now we're gonna get the good ones! Now everything's going to be good.' And they're not."

Part of Clooney's career awakening came after he made "Batman & Robin" in 1997, starring as the Caped Crusader. After that commercially successful but critically loathed film, which the actor also disliked, Clooney began picking roles that intrigued him, not just studio vehicles with monster box office potential. He also started taking his compensation after the fact, based on the film's commercial performance, to enable the movie's producers to invest more in each production.

Since then, he's arguably become the world's most famous arthouse-movie actor, a nice way of saying he's done critically applauded but commercially indifferent films: "Three Kings," "Out of Sight," "O Brother, Where Art Thou?," "Intolerable Cruelty," "Confessions of a Dangerous Mind," the latter his directing debut in 2002. His biggest bomb may have been 2002's "Solaris," directed by Clooney's business partner, Steven Soderbergh. It cost $77 million to make and market -- and sold $30 million worth of tickets worldwide.

Fortunately for Clooney and Soderbergh, the formula worked well on the Soderbergh-directed (and Clooney-starring) "Ocean's Eleven" in 2001. The star-packed caper movie and its 2004 sequel, "Ocean's Twelve," grossed more than $800 million worldwide. This permitted their company, Section Eight, to launch a flurry of projects, including "Solaris" "Good Night" and the forthcoming CIA film "Syriana" (all three with Clooney in them), as well as the quasi-experimental HBO shows "Unscripted" and "K Street."

Clooney has modest expectations for "Good Night"; he's counting on favorable reviews and word of mouth to propel it. "C'mon," he tells the meeting of broadcast journalists in Washington during a panel discussion of the movie. "It's a black-and-white film, starring David Strathairn." As the audience laughs, Strathairn, who is also on the panel, dips his head in mock embarrassment. Or maybe it's not so mock.

On the other hand, Clooney likes what he's created: "My job is to try to do films that I'll be proud of in 20 or 25 years." He smiles that killer George Clooney smile. "And this is one of them."

"There are times when the media takes a bit of a pass at asking the tough questions," says George Clooney, who wrote, directed and has a supporting role in "Good Night, and Good Luck."George Clooney and David Strathairn, right, as CBS producer Fred Friendly and famed newsman Edward R. Murrow.It's hard to find a script "that doesn't make you want to throw up," says Clooney, who wrote "Good Night, and Good Luck" with Grant Heslov, left. Their efforts earned an award at the Venice Film Festival.The real Edward R. Murrow in 1952. "Good Night" focuses on events surrounding Murrow's confrontation with redbaiting Sen. Joe McCarthy.