It can't be easy to say no to George Clooney, but apparently it can be done. Tony Gilroy, one of the pens behind the Bourne franchise, had a hot script about a corporate lawyer who discovers both a conspiracy and his own conscience that George Clooney wanted to direct. The problem? Gilroy wanted to direct it too. ''George didn't want to work with a first-time director,'' Gilroy recalls, but the writer persisted, and eventually cornered Clooney for a meeting. They discussed 1970s movies they revered, like Klute and The Parallax View, for nine hours. ''We were completely in sync,'' Gilroy says. When they broke, they had a deal. Gilroy would direct; Clooney would star. ''From the minute I sat down with Tony, I knew he was a grown-up,'' says Clooney. ''He knew exactly what he wanted.''
Gilroy was envisioning the sort of layered, morally ambiguous thriller that was in vogue 30 years ago but has practically vanished from modern multiplexes. Clooney plays the Michael Clayton title role, a ''fixer'' at a Manhattan law firm assigned to reel in the firm's chief litigator (Tom Wilkinson), who's suffered either a psychotic meltdown or a moment of clarity. ''Imagine being pushed to the point where you are asked to do something that is in direct conflict with everything you've ever been taught about human decency,'' Wilkinson says. ''You'd probably be morally and endlessly compromised. Or you'd go crazy.''
It was these ''really flawed, really messed up characters who are willing to do a lot of rotten things for a long time'' that resonated with Clooney (who, as a savvy Hollywood veteran, has surely seen his fair share of moral compromise). Swinton came aboard as a client's desperate corporate counsel, and producer Sydney Pollack suited up as Clayton's imperious boss. Since a fatter studio budget might have required concessions on such complex characters ''Once a film costs a certain amount of money, the bad guys have to wear black hats,'' laments Gilroy Clooney slashed his asking price to keep the film's cost around $20 million and preserve Gilroy's final cut. They might have each other to thank come Oscar season.