On the set of Desert Storm movie ''Three Kings''

Apocalypse Now…Platoon…Full Metal Jacket…Norman Schwarzkopf and Colin Powell have to feel a bit gypped. It’s been eight years since the Gulf War generals waltzed into Iraq, and for some reason, Hollywood hasn’t been able to crank out a great, defining Desert Storm movie on a par with the epics that Vietnam inspired. Instead, what we now have is David O. Russell’s Three Kings — a candy-colored vision of war that’s so off-kilter and different from such khaki-hued combat films as Saving Private Ryan that it’ll leave you slack-jawed.

In addition to a gruesome scene where Russell traces the path of a bullet after it enters a midsection, and another set in an Iraqi bunker packed to the gills with looted Cuisinarts, Nautilus equipment, and Louis Vuitton luggage, Three Kings is bursting with images of war so surreal that they’d never show up on the History Channel. ”There were a lot of days where I was like, ‘This s— is so weird — what the hell are we doing?”’ laughs one of the Kings stars, Ice Cube. ”I mean, we had a cow blowing up, and cow parts all over us.”

But perhaps the most bizarre thing about Three Kings is how a movie this indie-sharp managed to slip through the cracks of a big studio in the first place. After all, the story of four soldiers (George Clooney, Mark Wahlberg, Ice Cube, and Spike Jonze) who plot to steal $23 million in gold bullion from Saddam Hussein isn’t exactly the same Gulf War that aired on CNN. And behind the scenes it got even stranger, because Kings is also a tale about a maverick indie director tackling a hugely ambitious $50 million movie, a TV star looking for big-screen credibility, and a studio that doesn’t exactly specialize in the offbeat making one of the weirdest movies of the ’90s. Put together, it’s a recipe as unstable as a flask of nitro. Three Kings could easily have become either the kind of happy accident that wins Oscars, or a clash of personalities. In this case, maybe it was both.

Two weeks before Three Kings is set to hit theaters, none of these concerns seem to penetrate David O. Russell’s fortress of solitude. Then again, why would they, given that his fortress of solitude is a suite at the Four Seasons overlooking swans preening on the Boston Common? Frankly, it’s a pretty swank pad for a guy who only five years ago was just another struggling wannabe unspooling his $80,000 debut film at Sundance. But that cheapie — the critically acclaimed incest comedy Spanking the Monkey — quickly led to a deal with Miramax to direct the Ben Stiller indie romp Flirting With Disaster, which, in turn, led to a slew of offers from major studios.

Assuming he’s neither slept with his mother nor been adopted, the 41-year-old Russell is exactly the guy you’d imagine from watching his gut-busting films — he’s kind of smart, kind of funny, and kind of off. In fact, when people who’ve worked with Russell describe him, phrases like ”from a different planet” and ”not exactly a people person” tend to come up a lot. ”He’s a weirdo, and he’s hard to talk to,” says Kings star Clooney, who plays a jaded, money-hungry Army officer, ”but that’s what makes his writing unique and interesting.” Adds Nora Dunn, who plays the film’s Christiane Amanpour-like war correspondent, ”David’s always in the moment, but it’s not always going to be the moment you’re in…. He has this way of staring at you, and I always feel like saying ‘Didn’t your mother ever tell you that was impolite?”’

Today, Russell insists that his assistant videotape you while you interview him. He says it’s all part of his chronicle of making Three Kings. But frankly, it just seems like an annoying eccentricity. Still, it’s the kind of thing movie execs are willing to overlook when they think they may have a genius on their hands. Two of those execs were Bill Gerber and Lorenzo di Bonaventura, then copresidents of production at Warner, who asked Russell to make his next film there. ”It was surprising for me,” says Russell, ”because I always thought of Warner Bros. as being the least independent of the studios.” (In fact, it’s one of the few major studios without an indie division.)

Nonetheless, Russell says he became obsessed with a one-line synopsis he saw in the studio’s development log of a John Ridley script called Spoils of War, about some Gulf War soldiers who find a map leading to a stash of gold that Saddam Hussein stole from the Kuwaitis. ”I remember I was at Sundance when the war started,” says Russell, ”and to me, it was better than any of the movies that were there. It was just this weird thing that was going on — it made you nauseous and excited at the same time.” After his meeting at Warner Bros., Russell spent the next 18 months poring over accounts of the war and writing a new screenplay from scratch.

”Everybody was extremely excited about the script,” says Three Kings producer Charles Roven, ”but everybody also recognized that this wasn’t what we call a commercial fastball down the middle. But that’s the point — you don’t get into business with David and think that’s what you’re going to get.” True enough. While both of Russell’s previous films were unconventionally good, they were hits in terms of buzz more than box office (Monkey and Disaster made $1.4 million and $14.9 million, respectively). In fact, even after Warner Bros. execs gave him the green light to cast Three Kings, Russell couldn’t believe they were willing to give him a $50 million budget. ”I kept waiting for them to go, ‘How did this guy get in here?”’ laughs Russell. ”I just figured I had the ball and I was going to keep going with it until someone said ‘Wait a minute, he’s only made a $7 million movie before!”’

Naturally, there were certain strings attached to that sack of money — like getting an A-list star. The studio had Mel Gibson in mind for the role that eventually went to Clooney, but Russell wooed Nicolas Cage instead. ”My perception of [Clooney] was as a romantic leading man because he always had a beautiful woman with him in his pictures, whether it was Jennifer Lopez, Michelle Pfeiffer, or Nicole Kidman,” says Russell, ”but I’d seen a little bit of him in that vampire movie From Dusk Till Dawn and there was a little glimmer in there.”

Meanwhile, Clooney had been slipped a copy of Russell’s Three Kings script from allies inside the studio (where he has a TV and film development deal) and desperately wanted in: He wrote Russell a letter self-deprecatingly signed ”George Clooney, TV Actor”; he offered to show Russell an early cut of Out of Sight; he even showed up on Russell’s doorstep in New York City to plead his case. ”He opened the door with his video camera,” says Clooney. ”It’s very annoying. And he said, ‘Does this bother you?’ And I said, ‘It will only if I don’t get the job…. If I end up in The Making of Three Kings and I’m not in the movie, then I’ll look like an a–hole.”’ Clooney eventually got the part when Cage opted for Bringing Out the Dead.

But before Clooney could suit up in his fatigues, the production had to grapple with a much bigger issue than casting. Because of the film’s hot-button political subject matter — after all, the movie asserts that the U.S. left Iraqi rebels twisting in the wind after President Bush told them to rise up against Saddam Hussein — Warner Bros. began to worry that it might have a tinderbox on their hands.

After a Planet Hollywood was bombed in Cape Town in August 1998, the studio considered putting the production on hold…maybe even scrapping it. ”Some people at the studio thought we might be in danger making the film — danger from terrorists,” says Clooney. Warner execs outlined the options: take the film to another studio, drastically rewrite the script, or wait six months for the smoke to blow over. Eventually, Clooney says outgoing chairman/co-CEO Terry Semel chose to stick by the film. ”He didn’t make a corporate decision, but a creative decision, saying ‘I’m not going to be told what kind of movies I can make.”’

If the folks at Warner Bros. are even remotely nervous that Clooney isn’t a big enough movie star to open Three Kings, a visit to the Gloucester, Mass., set of The Perfect Storm would chill them right out. It’s like a scene out of the Bay City Rollers Behind the Music episode. Hundreds of shrieking female fans are behind police barricades watching Clooney’s every swish and dish as he pounds through a pickup basketball game outside of his trailer. It’s seven months after Clooney’s wrapped Three Kings. He’s already got another movie in the can (the Coen brothers’ Oh Brother, Where Art Thou?) and he’s midway through Storm — Wolfgang Petersen’s big-budget adaptation of Sebastian Junger’s best-selling account of a doomed deep-sea-fishing voyage.

After seeing the gruff revelation that Clooney was in Out of Sight, it’s easy to forget why he had so much trouble getting Three Kings. But Clooney’s transition from ER hasn’t always been pretty. There was The Peacemaker, One Fine Day, and let’s not forget his lackluster donning of the Bat-codpiece. Clooney hasn’t. ”Batman [& Robin] wasn’t a very good movie and I’m not very good in it. But I got wealthy from it. They gave me 3 million bucks and I met with my accountant after it came out and I said, ‘Where do I stand?’ And he said, ‘You never have to work again unless you’re an idiot.”’

As a result, Clooney says he can finally be more choosy about his roles, insisting that he’d rather hustle after genre-defying movies like Three Kings than make another blockbuster just for the paycheck. ”I mean, how much money do you actually need?” asks Clooney. ”My house is paid off and it’s beautiful — I’ve made it Shangri-la. I drive up my driveway and I laugh. I’m in a position right now where I can live off the interest for the rest of my life and live ridiculously well. So then it comes down to, What is your legacy going to be? What are you going to stand for when you get hit by a bus? You want to be able to say you made a couple of good movies.”

Lest you think all this talk is hooey, consider that Clooney took a pretty severe pay cut on Three Kings to help get the film made. Granted, he’s got a sweet back-end deal, but his costars won’t guarantee box office: Ice Cube, despite his sizzling acting debut in Boyz N the Hood, is still regarded as a rapper; Wahlberg, despite his acclaimed work in Boogie Nights, is still regarded (by some) as Marky Mark. ”There are only a few actors that you can sell a movie on,” says Clooney. ”Mel Gibson can make Payback a hit because Mel Gibson is a movie star. When he does a great movie it does great. But even when he does a mediocre movie, it does well because they can sell it on Mel Gibson. I’m not there yet. To be from television, it’s different.”

”Before Three Kings I had never seen anything that he’d done,” says Wahlberg, ”so when they were talking about him, I didn’t really know what he could do. It was weird because people always cringe when they hear I’m up for a part. But then I saw him in Out of Sight and I was like, ‘What’s my problem? Where do I get off thinking like that?”’ In fact, Clooney and Wahlberg so impressed each other that they’re reteaming on Perfect Storm, and Wahlberg will star in a movie called Metal God, which Clooney is producing. ”If you’re gonna hitch your career to somebody, I don’t mind doing it to Mark,” says Clooney. Adds Wahlberg: ”Someone asked me if we were trying to be Redford and Newman and I said, ‘No, it’s more like he’s Eddie Murphy and I’m Judge Reinhold — I’m just the sidekick stepchild.”’

But despite all this backslapping, on the set of Three Kings the bonding took an ugly, alpha-male turn. Given 68 days to shoot instead of the 80 he had asked for, Russell realized the daunting scope of the film that he’d written only when they got to the Arizona desert, which along with locations in Mexico and California doubled for the film’s Gulf setting. (Russell finished the film in 78 days and slightly over his original budget.) Of course, it didn’t help that his star, Clooney, had to split his time with his last season on ER and shuttle back and forth. ”I thought, ‘I’ve made a movie in 35 days, I can do this. I’ll just shoot it like an independent film,”’ laughs Russell. ”It wasn’t until I got on the set when I realized, ‘Jesus, what have I gotten myself into?’ That was when it hit me how big it was.”

”There’s an element of David that was in way over his head, as brilliant as this film is,” says Clooney. ”He was vulnerable and selfish, and it would manifest itself in a lot of yelling.” In fact, Russell and Clooney stirred up a desert storm of their own. While Clooney says the two got into ”three good-sized fights,” the biggest blowup fittingly detonated during the filming of the finale. Russell downplays it, saying ”We’re both passionate guys who are the two biggest authorities on the set” and that the clash ultimately served the scene and that the two are friends today. But Clooney’s a bit more forthcoming.

”It was a big-pressure day and he was under the gun. We were trying to get a shot and then he went berserk. He went nuts on an extra. So I went over and I put my arm around him and I pulled him aside, away from everybody, which seemed fair. And I said, ‘You can’t do that….’ And he basically said, ‘F— you! Worry about your acting!’ And I said, ‘Now you’re being an a–hole!’ And we started pushing against each other with our heads. So I got him by the throat. And I was yelling at him and he was screaming at me and we were at it.” Clooney now says he’s embarrassed by the incident and he insists that he’s a big fan of Russell and the movie. But, he adds, ”will I work with David ever again? Absolutely not. Never. Do I think he’s tremendously talented and do I think he should be nominated for Oscars? Yeah.”

But one witness to the battle royal has a more positive take: ”It was kind of funny, to be honest,” says Ice Cube, ”and it kind of kicked the set into a different gear where everybody was focused and we finished strong. I wouldn’t mind if the director and the star got into an argument on all of my movies.”

Now that everyone — the stars, the director, and the studio — thinks they may have an unlikely hit and maybe even a dark-horse Oscar contender on their hands, the toughest part of Three Kings is merely beginning. Just take a look at the TV ads for the film and try to guess what the hell the movie’s about. Is it (a) an action film, (b) a quirky comedy, (c) a heist thriller, or (d) all of the above? Of course, the answer is (d).

Actually, Three Kings feels like Russell’s most — and best — independent film yet. And while that may be swell when you’re trying to recoup $80,000 on a movie about bedding your mom, it’s a nail-biter if you’re a Warner Bros. bean counter with a $50 million investment on the line. Or if you’re its director. ”When you do a movie that costs $7 million, the press is nice to you,” says Russell, adding that he feels like critics are sharpening their knives as we speak. ”George walked up and put his arm around me and was like, ‘Get used to it. It’s just part of the game when you get into the arena with the big boys.”’