'Goat' herders

It all started with an unlikely pairing of two unknowns. Back in the '80s, a couple of struggling actors named Grant Heslov and George Clooney were in Milton Katselas' famed acting class. Clooney asked Heslov, then a student at USC, if he wanted to do a scene from Neil Simon's Depression-era play "Brighton Beach Memoirs." Heslov agreed, playing the younger nerdy Eugene to Clooney's older sibling Stanley. Their chemistry worked, and shortly after, when Clooney was invited to audition for ABC, he brought Heslov along to repeat the scene.

"George ended up getting a talent deal out of it, and of course, I got nothing," Heslov says with a chuckle. "But that was the beginning of our friendship."

It's a friendship built on mutual respect, admiration and trust, one that has spanned more than two decades and pre-dates any of the success that both men would come to enjoy. It was Heslov who lent Clooney $100 to get his first head shots, and he's been there for the entire ride, watching his pal go from workaday actor to A-list superstar.

These days, Heslov, a lean soft-spoken former character actor, is still sharing the stage with Clooney. The two are partners in a production company called Smokehouse. Heslov received Oscar nominations for co-writing and producing Clooney's directorial effort, "Good Night, and Good Luck" and has now stepped into the director's chair himself with "The Men Who Stare at Goats," which stars Ewan McGregor, Jeff Bridges, and . . . Clooney.

The film is inspired by the so-called "true-life" experiences of a motley band of soldiers who were trained by the Army to become "psychic spies," able to use paranormal powers to theoretically walk through walls, "view" enemy installations from the safety of their own Army bases hundreds of miles away, and even stop the heart of one's foe, merely by sending him bad mojo via a menacing gaze (it was practiced on goats, hence the movie's unusual title).

McGregor plays a hapless journalist who joins Clooney's Lyn Cassady, a self-professed former "Jedi Warrior" (and an amalgamation of several real people) on a "secret" mission in Iraq to rescue his mentor, the founder of the New Earth Army.

Peter Straughan's script, based on journalist Jon Ronson's nonfiction book, first landed on Heslov's desk, initially as a submission for Clooney to direct. While Clooney ultimately passed because "Goats" seemed too similar in tone and theme to his directorial debut, 2002's "Confessions of a Dangerous Mind," Heslov was intrigued.

Back in the '90s, during bouts of insomnia, he'd while away the night hours listening to Art Bell's radio show about the paranormal.

"He had on any kind of kook, from aliens to people in the government," says Heslov, noting that psychic spies were a staple. "What I loved about the show was he was respectful of everybody. He took everybody at face value."

Heslov's film is a straight-forward account of a rather loony, albeit weirdly touching crew of believers. It's a satire of the U.S. government military policies, but somehow doesn't flay the faithful for their nuttiness, or their search for a more enlightened form of warfare. "The idea was coming out of Vietnam, our spirit and soul were crushed in the military. We needed a way to approach warfare differently and rehabilitate our own troops."

The movie has received mixed reviews, but Heslov had a singular vision for what he wanted to accomplish during his recent stint behind the camera.

"I had no question in my mind that he knew what he wanted," says Clooney, pointing out that Heslov directed five episodes of the HBO series "Unscripted," which they produced. "The question was how he handled it with a $20-million film. There was a lot of pressure on him. There was never a day that was easy."

On Clooney's recent film "Leatherheads," Heslov produced and served as Clooney's sounding board when the actor directed.

On "Goats," it was Clooney who produced: "I'm there as emotional support," says the actor, noting that actors and crews often resist the directions of a neophyte director. "You need a friend and partner like me to say 'I think it's great. Let's do it.' You need to have a good backstop. I'm a good backstop."

Their shorthand with each other comes from years of shared moments. Back in the '90s, and Clooney and a bunch of pals would drive around the states in a motor home during the summer and play golf. Right after Clooney shot the pilot for "ER," the show that would make him a small-screen star, they were driving to Texas, taking breaks here and there to hit golf balls, when they stopped at a roadside cafe to call their message machines. Clooney found out that "ER" was being slotted to 10 p.m on Thursdays, the primo network slot.

"We got back into the car, and he said, 'I think my life is going to change,' " Heslov remembers. "He had an epiphany moment."

Heslov's rise in Hollywood has been less meteoric. Raised in Palos Verdes, a Jewish son of a dentist, he always wanted to act, and for years made a living as a character actor, playing Dwayne Johnson's sidekick in "The Scorpion King," Arnold Schwarzenegger's computer geek pal in "True Lies" and a paparazzo in "The Birdcage."

At one point, he had his own epiphany, while at an audition at Warner Bros. He sat in the waiting room with four older guys who were all auditioning for one three-line role for a forgettable TV show. "These were the guys who were on 'All in the Family', and 'Maude' and 'MASH', and I thought I don't want to be that guy. I didn't want to be 50 or 60 and auditioning for a three-line role."

"It's the lack of control over your own destiny" that motivated him, Heslov says. "That's when I started to focus on the other side." He ultimately made a short film, "Waiting for Woody," a kind of actor's anxiety dream about auditioning for Woody Allen, inspired by his own experience. It caught the attention of agents, but Heslov admits he wasn't sure about how to proceed with his career.

"Grant's issue was he was much more interested in the bigger field, and more security," Clooney recalls. Heslov's family was also growing -- he now had two little girls.

Clooney invited him to work in the TV department at Section 8, the company Clooney then shared with the director Steven Soderbergh.

"He and Steven and I then spent about 14-15 weeks in Washington shooting [HBO's] 'K Street.' It was so exhilarating, and Steven really got the sense that Grant was more than me hiring my friend. Then Grant just became the go-to guy at the company."

When Soderbergh decided he no longer wanted a production company, Heslov and Clooney became partners. They recently moved their deal from Warner Bros. to Sony, which Grant admits is "bittersweet," as they both spent many years on the WB lot. So far, their aesthetic has tended to more sophisticated, less tent pole-style films such as "Goats," or the Focus Films thriller "The American," starring Clooney as an international assassin, now shooting in Italy.

"We're definitely attracted to stories that are based on truth, though they're varying degrees of truth," says Heslov.

They're not averse to big-budget extravaganzas, though Clooney has been publicly leery of unabashed popcorn pictures ever since his unfortunate stint as the nippled Batman in 1997's "Batman & Robin." "Oddly enough, they're more difficult to do," says Heslov, of the event films. We do want to do one, but it's got to be somehow elevated or different from what you've seen before."

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rachel.abramowitz@latimes .com

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