“Catch Him if You Can,” by Lisa DePaulo, was originally published in the June 2000 issue of Vogue.

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At last.

It’s 9:30 P.M. on the Warner Bros. lot where Clooney has been in full testosterone mode—not that we’re complaining—rehearsing his most recent Guy Project. For the past few hours, he’s been running around with a helmet on, wires pinned to his T-shirt and power packs hanging from his pants.

All for Fail Safe, Clooney’s TV remake of the 1964 war movie about a pilot who is accidentally given orders to bomb Russia and gets himself blown up.

Finally, he unplugs himself and heads for his black Bronco and the closest bar. “Driving [fast] is my therapy,” he says—and then shifts into brood mode.

“I’m not sleeping,” he admits, running his hand through his famously graying hair. When he does sleep—which he says he does alone these days—he wakes up in a panic.

“I can’t sleep; I can’t breathe.” Perhaps it’s just an actor thing. “No, this is real anxiety,” he says.

“If this is a failure, it’s my failure.” (The show, which aired live in April, was a critical hit.) Now he’s not sleeping and not breathing in anticipation of his next guy project, out June 30—the movie adaptation of Sebastian Junger’s The Perfect Storm, the true story of a group of Gloucester fishermen who head off to sea. Clooney plays the captain of his ship who steers his buddies into apocalyptic tragedy.

He does need a drink.

“You ever been to this place?” he asks, pulling into the Smoke House Restaurant, a dive near the Warner Bros. lot where the waitresses are so jaded that when George Clooney walks in and tells them he needs a table for eight—he’s invited some friends from the cast along—one of them rolls her eyes and gestures with her head toward a couple of crummy tables. Clooney gamely pushes them together, orders an Absolut and soda, and tells her to put everything on his tab.

He squints across the room. “Is that Jerry Springer?” he asks. Nah, it just looks like Springer, say two of his pals who are already here guzzling Heinekens. “Let’s go kick him in the face,” says Clooney, “just for looking like him.” His buddies crack up.

“This is Grant and Tommy,” says Clooney, introducing me to Grant Heslove and Tommy Hinkley, who have small roles in Fail Safe. “These,” he adds proudly, “are two of the boys.”

It would not be a George Clooney story without The Boys—the fabled pack of lifelong Friends of George (there are eight total; nine, including George) who, as legend has it, hang around his enormous eight-bedroom Hollywood home—Casa de Clooney, the sign out front says—doing guy things. Some of them have moved in for months at a time, usually between breakups.

One of them, Hinkley, gave George a dragon for his mantel, on whose paw they hang their old wedding bands (now numbering seven). George has one in the collection, from his three-year marriage eleven years ago to Talia Balsam.

The Boys talk several times a week. Not that they have to.

“The great thing about guys,” says Clooney, “is we never say, ‘Why didn’t you call?’” Every Sunday, the Boys get together at Casa de Clooney. First, the five of them who ride motorcycles go for a morning drive.

“We used to have these big rat-trap bikes, but we were always on the side of the road with a tool kit,” says Clooney. So last Christmas, when the Boys came over to open their presents, George had five new Indian motorcycles lined up in the driveway.

(The rest also get carefully selected gifts, such as a lifetime supply of Guinness, refrigerator included.) By noon, the rest of the Boys come over “and we all play basketball together. And then we have a taco fest.

And then we screen a movie.” They also vacation together, with George often picking up the tab.

“They’re not my posse,” he had told me, somewhat defensively, a few weeks earlier. “But we all enjoy the fact that I can get us a jet and we can go somewhere. Because we all know that may not be the case in a couple of years. So we celebrate that. We go, ‘We have a jet!’ and we enjoy it. You know, nothing’s taken for granted. We all guard this friendship really carefully.”

Tonight they will debate who snores the loudest (Tommy) and who was the most hungover at Tommy’s wedding (Grant). This is love.

“Everybody thinks the boys are these cretins,” says George, “and that my house is some big frat house.” But they clearly don’t understand. The Boys were there when George Clooney was just another schmuck in Hollywood, sleeping on their couches.

(He met most of them in the early eighties, when he first landed in Hollywood from Kentucky with $300 in his pocket.) One allowed him to live in his closet, and later marveled to the press about how Clooney could still get girls to sleep with him there. These were the years when he was borrowing money from them (Grant gave him $100 to have his first head shots taken eighteen years ago) and wishing he could find fame as easily as he could find women.

(That was never a problem.) In fact, Clooney sometimes still sleeps on their couches, as he did a year ago when he broke up with Céline Balitran, the young French waitress/law student whom he picked up in Paris and dragged back to his lair. When it ended after three years—she told a French newspaper, “I wanted to have a real family with children.

It will never be the right time for George”—he went to Grant’s couch again (“It’s usually after breakups”) because he needed some “downtime” out of the house they had shared and which she had tried to decorate with chick stuff.

The waitress comes by and asks if they want food. The Boys try to guess what Clooney will order. “You’re getting the French dip,” says Tommy. “No,” says George, “I had a French dip, and it cost me three years of my life.”

Clooney is pushing 40. “I’m 38, thanks!” he says.

Actually, it’s a few weeks before his thirty-ninth birthday, but he swears he has no angst about it. “What am I gonna do?

Here’s your options: dead or 40.” It helps that for Hollywood men at least, 40 isn’t a problem. “A 40-year-old actor?

There’s a lot of work.” And no one is better positioned than Clooney to get it. In the past year, since leaving the phenomenally successful ER, he has not only done what few TV actors have ever done, which is to segue to the big screen without shrinking in the process, but he has emerged as the most unassailably regular, hetero leading guy in the business.

Clooney—in his roles and in his life—is a man’s man, without being too over-the-top (like Schwarzenegger or Stallone), too sensitive (Hanks), too outré (Spacey), or too boy toy (Pitt, Cruise). He’s already being compared to Clark Gable and Cary Grant for his lethal combination of elegance and virility, without any great suggestion of depth (or Brando-ish, Bogart-ish darkness).

He’s more likable than Bruce Willis, less neurotic than Russell Crowe.

He iced his persona with his breakout ER character, Dr. Doug Ross, the caddish, oversexed, temper-flaring pediatrician who was exactly the kind of guy the men wanted to shoot hoops with and the women wanted to take home.

In Out of Sight, the movie role he believes was his best to date, he starred opposite Jennifer Lopez as an escaped felon with a heart. His most “sensitive” turn came in the romantic comedy One Fine Day, in which he played a single dad to Michelle Pfeiffer’s single mom.

Filming Perfect Storm “was six months of hell,” says Clooney, and he means that in a good way. Sneak previews of the movie—an action thriller by Das Boot director Wolfgang Petersen—have had viewers on the edge of their seats, and already the buzz is intense.

Clooney himself was obsessed with Sebastian Junger’s story. “I love seeing men going into certain death, you know?

Saying, ‘This is our duty, and we’re going to do it.’ I loved that about this story. They went knowing, There’s a good chance we won’t make it.

But if we do, we’re rich. And if we don’t try, we’re broke.” The kind of thing “real men” do.

Says Junger, “It’s guys like Clooney who are the successful captains. The kind who can charm the work and the courage out of the men, who understand that the men are lonely, they miss their girlfriends, they’re scared.… The other kind of captain is a tyrant.

He’d have been a terrible tyrant.”

Clooney remembers when he did a stint on Sisters and had to set the producers straight about a couple of things. “This was a show for women,” explains Clooney.

“And it was a great show.” But he wanted to make sure his character, Sela Ward’s love interest for a season, was, as he puts it, “a real guy.” There were more than a few occasions where he had to go back to the writers and explain to them, “Uh, straight guys don’t talk this way.”

Clooney gets it, this retro guy-chick thing. Right down to the Rat Pack friends: He feels so 1960, it’s no wonder he remade Fail Safe. This is a man who, on- and offscreen, can fix your transmission but who also knows what wine to order with dinner. The kind of guy who’ll hold the door for you—and check you out when you walk through it.

Weddings are obviously very special to the Boys. When Richard Kind (the Spin City costar, who is the second most famous of the group) got hitched, the Boys took the little cameras that the bride put on each table into the men’s room and took turns photographing one another with their pants pulled down.

“There’s this thing about guys that is attractive,” Clooney had told me a few weeks earlier in his office on the Warner Bros. lot. “There’s no question about the fact that there wouldn’t be wars if there weren’t guys. So, we are stupid; there’s no question about it. We do all the dumb things. But there’s this thing we also do that I like. There’s this camaraderie that I really do love.”

Tonight the Boys are also calling it “camaraderie.” How else to explain the time Clooney found a Gay Pride bumper sticker and put it on the car of one of the Boys, “and he drove around for weeks without realizing it!” Or the time one of the Boys left a gag message rhyme on his machine: “It’s eight o’clock and I like…”—well, you can imagine—which Clooney then managed to rig in a way that it became his outgoing message during a two-week trip that the Boys took to Hawaii.

By the time they get around to the story of the pig (that would be Max, Clooney’s 160-pound pet that he’s had for twelve years, “the longest relationship of my life, by far, but we don’t have sex anymore”), we are joined by several other members of the Fail Safe production, including Stephen Frears, the famed British director (Dangerous Liaisons, The Grifters, High Fidelity), and Anne Coates, the distinguished British film editor (Lawrence of Arabia, Erin Brockovich). They get here in time to hear enough of the Boys’ bonding stories that at one point Anne turns to George and says, “So basically, it’s like you’re gay.”

Clooney smiles impishly. “That’s right,” he says, lisping.

“But you like girls,” says Anne.

“It’s called a beard, Anne,” jokes Clooney.

Finally, the conversation gets serious. Clooney tells everyone how he can’t sleep, he’s so worried about Fail Safe. Anne gently tries to help him by suggesting a series of relaxation exercises (imagine a green tree on a black background). Someone else asks what he does when he can’t sleep. Another Ha-Ha-Ha!

It is inevitable that they will end up talking about the pig. Clooney acquired Max when he was living with Kelly Preston, who later married John Travolta. He thought she’d love the pig, but “she wasn’t really an animal lover,” as Grant puts it. Just didn’t appreciate the pig the way the Boys do.

“Remember the time you fed him bacon and felt so bad about it?” says Grant.

“It wasn’t bacon; it was Honey Baked Ham. It wasn’t right, I know, but he loved it!”

It is only when George is engrossed in other conversations—about Fail Safe—that the Boys drop the shtick and talk movingly about George. How he’s the most loyal friend in the world.

How he never treated them any differently, even as he began to earn millions and they (or at least some of them) continued to struggle. How the only difference in their friendship now is that they can’t go to restaurants together without George being accosted all night and how sometimes when they’re on their motorcycles, paparazzi in vans follow them.

Tommy once told a reporter if you spend enough time with George, you’ll see a “sadness” about him, a “loneliness.” Clooney’s never forgotten that one. “Are we on ‘There’s a sadness in George’?” asks Clooney, turning in his chair.

Still? He laughs.

“I don’t know. I don’t have any interest in them.

I just don’t think that it’s something you can do casually.” The interesting thing about Clooney by himself is his utter earnestness. Gone are the masturbation jokes, the bravado, the Guy Thing.

He arrived at his office in his work uniform—khakis, a T-shirt, and two-day-old stubble—looking as if he had just got out of the shower. Outside, just a few feet away, his former cast members from ER are rehearsing.

On his way in, he stops to talk with Noah Wyle, who’s outside grabbing a smoke.

“Want anything? Quaaludes? Acid?” he jokes. His office is decorated with a bike, a putter, votive candles, and framed pictures of himself on magazine covers. “People sent me those,” he explains.

“Where are you from?” he wants to know, and the topic turns to Maysville and his aunt Rosemary. It was from her that he learned his first lesson about fame at the age of seven, when she went from being the hottest thing going to not, and ended up in a mental hospital.

His uncle George, his namesake and favorite relative, who taught him about class and style. Uncle George was a roguish, dashing guy with an alcohol addiction who dated all the beauties in Kentucky but never married, regaled little George with stories of his days as a bomber pilot in World War II, and on his deathbed, looked up at his nephew and summed up his life: “What a waste,” he said, then passed away.

Maysville, says Clooney, is where the Clooneys get buried. “We’re all buried in the Maysville cemetery.” But he says he won’t be. “I don’t like the idea of being in the ground somewhere for people to come by.… I want to get cremated. Sprinkled over somebody’s omelet or something. The ultimate final prank.”

In fact he spent his formative years not in Maysville but fifteen miles down the river in Augusta, an even smaller town (population 1,400), where his family moved when he was thirteen, and where his parents still live in the same house. Until then, he lived in five different cities in Ohio, Indiana, and Kentucky, as his father moved from job to job.

Clooney’s father, Nick, was, and is, his role model. A man whom Clooney once described as “the Johnny Carson of Cincinnati,” who made his career in live TV.

(And still works, at 66, as a radio-show host in Cincinnati.) “My father was as big as you can be in a local market.” He was a TV journalist, the host of numerous shows, and a man who would quit his job and move his family before he would let himself be compromised by some snot-nosed TV executive. Clooney was raised with the belief that you do the right thing, no matter what the cost.

Sometimes, when his father quit a job on principle, they’d end up moving from “a mansion to a trailer—literally, a trailer.” But Nick would always end up back on top again.

Clooney’s mother, Nina, a runner-up in the Miss Kentucky pageant of 1959, met her husband when he was emceeing the Miss Lexington contest. He was 24; she was nineteen.

When George was thirteen, his family settled in Augusta. A few months later, he got Bell’s palsy, a disorder with strokelike symptoms.

The left side of his face became paralyzed. “It scared the hell out of me,” says Clooney, and made him the butt of jokes at his new school.

Just days before the illness struck he and his dad were watching a Saturday matinee, The Pride of the Yankees, about Lou Gehrig and his struggle with the disease that came to be named for him. Clooney sobbed as the bat fell out of Gary Cooper’s hands in the movie.

The next day, the Clooneys were in church. “We were up in the balcony, and suddenly my tongue got numb.” Then they went to Frisch’s Big Boy, as they always did after Mass, and when he tried to drink a glass of milk, it poured out of the side of his mouth.

“I was convinced I had Lou Gehrig’s disease.”

He entered Augusta Independent High, where there were only 23 kids in his graduating class. His former baseball coach has insisted that George was so handsome that girls would line the streets to watch him walk home.

George shrugs this off. “Yeah, all 22 of them.” He was a lousy student by his own admission but still managed to be second in his class (“There were only 23 kids,” he points out).

His girlfriend in high school—with whom he still keeps in touch—was first in the class.

But George had no idea what to do with his life. He wanted to be a professional baseball player and actually got a couple of tryouts with the Cincinnati Reds. (“I only lacked skill,” he says, laughing. “That was the only thing holding me back.”) It wasn’t until his cousin Miguel Ferrer (Aunt Rosemary’s son) was in Lexington shooting a movie that never got released that Clooney, then nineteen, realized his true calling.

He became determined to make enough money to move out to L.A.—and he earned that $300 (and some of his college tuition) cutting tobacco, peddling insurance door-to-door, and working in a department store, selling women’s shoes. “Now, that was a fun job,” he says sarcastically. “These weren’t gorgeous women coming in with long legs. I was selling Naturalizers to old women with hammertoes.”

When, in 1982, he decided to drive his old beat-up Monte Carlo to L.A. to become an actor, his father told him he was nuts. Aunt Rosemary told him he was nuts.

But at least she let him camp out in her house, an arrangement that came to an ugly end when she decided that her nephew was a screwup (they have since reconciled). It was then, when he wore out his welcome with Aunt Rosemary, that he met most of the Boys.

Clooney did a lot of bad TV before he got his huge break, as the tortured, testosteroned Dr. Doug Ross on ER.

Literally overnight, he went from being a guy who could get laid by anybody to a famous guy who could get laid by anybody. But Clooney takes great pride in the fact that he kept his commitment to ER for five years, even though he could have sold out and gone straight to the movies.

It was a lesson he says he learned from his dad. “You honor your contract. It’s your job. It’s the right thing to do.” At the end of the day, says Clooney, “even if you’re spooned up next to the woman you love, it’s still about what you did that day or didn’t do that day. And whether you can sleep well and live with your decisions.”

Three years ago he made a decision to take on tabloid TV—to force them to stop buying private paparazzi photos of stars. It was ironic in a lot of ways: Clooney is one of the more press-friendly people in Hollywood.

But to him, that was precisely the point. “I did it for my father,” says Clooney today.

Clooney understood the difference between the “real” media, of which his father was a card-carrying member (the hero in their home was Edward R. Murrow), and the tabloid media.

What enraged Clooney was not the usual press coverage but the invasion of daily privacy that he felt shows like Hard Copy trafficked in. He got a slew of Hollywood stars to help him: They wouldn’t talk to Entertainment Tonight until Hard Copy (which was owned by the same company) stopped stalking them.

Clooney won that war. “Hard Copy’s off the air,” he says proudly.

But even without tabloid TV, the drama of Clooney’s love life is still an obsession to the public. And in many ways—though he’s loath to admit this—to him.

There’s a guilt to George Clooney that is almost touching. Ask him about his ex-wife, Talia, and he talks about how bad he felt about the breakup, which came just before he hit it big.

“I was the one who got, um, famous later in life. You know?

So it seemed very unfair to my ex-wife to then have to go to the grocery store and see me on every magazine. I know it would have been strange for me if everywhere I went there were pictures of my ex-wife.

So I always felt like it was my job to take responsibility for all the things that didn’t work.” The failure of that marriage so bothered him that he developed a bleeding ulcer. He also tried therapy for the first and only time.

“You can use therapy to justify pretty much anything you do,” says Clooney. “And they’ll say, ‘Well, you’re not wrong to feel that way.’ Sometimes you want them to go, ‘You’re a real jerk.

Why would you do that?’”

When he broke up with Balitran last year, he also had enormous guilt (even though, by all accounts, she bolted on him). “She pulled up roots and came here for me,” says Clooney.

“So I felt it became something of my responsibility to make sure that even though we’re not still together, her life is not bad because of that, you know? So I made sure that she had a great place to live.

And I made sure that she had cash. And I still talk to her and make sure that, you know, she has a lawyer who will help her with her visa.

We still keep in contact—even though we’re not really in a relationship.… ” He takes a deep breath. “Quite honestly, I don’t want to be sitting in the lap of luxury and hear, ‘Well, Celine had to go back to Paris because of the lawyers, or because her visa kicked out or she didn’t have any money.…’”

So, you’re a good ex-boyfriend?

“Well, yeah. I’m a much better ex-boyfriend than I am a boyfriend.”

It’s near midnight when Clooney decides it’s time to blow the Smoke House and go home and not get some sleep. He pays the tab, says goodnight to the Boys, and heads for the door. He climbs into his Bronco. He tells me how lucky he is to have his friends, his wealth, and a career that he could never have fathomed.

“I don’t believe you can have it all. Do you really know anyone who does?” He gets quiet for a moment, runs his hands through his hair a couple of times.

“I mean, who’s really successful and happy in every area of life?” he asks, before he shifts into gear and heads, all by himself, to the big house in the Hills.

In this story: Gisele’s hair, Jimmy Paul for Clinique; makeup by Virginia Young for Aveda; George Clooney’s hair, Waldo Sanchez; grooming by Tracy Warbin.