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George Clooney and Charlize Theron share a fascinating distinction. These two should make great-looking babies together.

They're both wonderful performers who can carry a film as sexy leads. Pack some pounds on them, though, and junk up their faces and you've got actors capable of brilliance.

Theron was a disgusting beast in "Monster." She also delivered one of the best performances of the past decade. Clooney looked like garbage personified in "Syriana" and turned out the best work of his career. These are the movies that won each an Oscar.

Clooney drops the "Ain't I cool?" act again in "Michael Clayton." And again, he's marvelous.

Clooney plays the title character, a "fixer" for a high-powered New York City law firm. Broke in his mid-40s because of bad investments and a gambling addiction, Clayton looks like he hasn't gotten sun in a decade. The man at least needs a hug.

His firm represents the company U/North, which is being sued for $3 billion by more than 400 plaintiffs because of a weed-killer that might cause cancer. The case seems headed for a satisfactory settlement when the lead attorney for U/North goes off his meds and strips naked during a deposition.

Tom Wilkinson plays the schizo attorney, Arthur Edens. A whip-smart lawyer with a chemical imbalance, Edens can't handle the case's seedy secrets with a clear conscience. He's switching sides, and Clayton's the fixer charged with patching this potentially expensive situation. Because of all the money at stake, granite-faced goons enter the playing field and people start dying.

It's all a high-stakes game worth lives and billions of dollars. And everything's so well done, you can't help but become engrossed. The steely cinematography is mesmerizing, and the dialogue is what smart adults deserve for their $9.50. In one of the movie's best scenes, Wilkinson advises his trackers: "You want some free legal advice? Never let a scientist use unanticipated and immediate in the same sentence."

Wilkinson is, as always, terrific. But everyone shines in "Michael Clayton" because the material is so strong. Tilda Swinton brings a canyon's depth to her supporting role as U/North litigator Karen Crowder. She's nervous throughout the film for good reason, and it's a testament to Swinton's acting that we feel for the character who's so clearly on the wrong side.

Usually a screenwriter, Tony Gilroy distinguishes himself as first-time director. "Michael Clayton" has the look of the three "Bourne" films he penned but none of the breakneck action. The material calls for a serious hand. It's mostly men talking, but the pace stays steady as the hole around Clayton deepens.

Rich in all layers, it has nice moments with Clayton's son, who opines endless about a series of books called "Realm Quest," where groups of Roman soldiers share the same dream without knowing it. Each thinks he's gone insane, and when Clayton's son tells Wilkinson's character over the phone about the book, the lawyer makes a fateful decision, kicking sanity to the wind.

"Make believe it's not just madness," he scrawls onto a hotel-room wall.

The meaty material suffers from an easy ending that works too hard to satisfy. By then, though, we've felt its weight.

Clooney needs to kick his cool-guy self to the periphery. The parts he was born to play are the opposite of glamorous.