Film Review By Kenneth Turan, Tribune Newspapers Critic

"The Men Who Stare at Goats" sounds like some ethnographic documentary about the bushmen of the Kalahari or the Bakhtiari herders of old Persia. Anyone expecting anything like that, or even a Disney family film like "Charlie, the Lonesome Cougar," is going to be surprised.

Instead, first-time director Grant Heslov has come up with something wackier and more whimsical, a quirky comedic drama about one of the stranger aspects of the modern U.S. Army: a time when certain high-ranking officers felt that the New Age techniques and beliefs of the counterculture could transform military practice as we know it. As the intertitle that begins the film succinctly puts it, "more of this is true than you would believe."

The Army, no surprise, was never able to make that transformation completely happen. Similarly Heslov, working from a script by Peter Straughan taken from a nonfiction book by Jon Ronson, has been unable to make "Goats" a completely successful film. But it's still worth watching because it provides a showcase for a group of actors who really appreciate this kind of farcical comedy.

George Clooney tops the bill as Lyn Cassady, a soldier who has a special gift for staring at goats so hard that bad things happen. To the goats. More or less stealing the picture from Clooney is Jeff Bridges, an actor you can never see often enough, who plays Bill Django, a military intelligence officer who did so much research in the counterculture, he went native in the most amusing way. Also a treat is Kevin Spacey in the small but juicy role of Larry Hooper, the Darth Vader of the organization.

One of the problems with "Goats" is that we don't get to these guys for a while. It turns out that Ronson's book lacked a natural plot, so the film had to invent one, and the structure it embraced is not a strength.

That's a surprise because that story revolves around the ordinarily reliable Ewan McGregor. Here, however, he plays a dreary American journalist named Bob Wilton, whose uninteresting marriage we have to watch unravel so he can slowly morph into a combat journalist stranded in Kuwait waiting to get into Iraq.

In Kuwait he meets Clooney's Cassady, a former soldier who's about to head into Iraq on a self-described secret mission. With nothing better to do, Wilton manages to tag along, and he soon realizes he's not traveling with your standard Army veteran. Most vets don't practice mentally breaking up clouds or say things like, "We're Jedi, we don't fight with guns."

Clooney is so practiced at this type of grizzled Clark Gable role that it's like falling off a log for him, and the film picks up interest as it flashes back to his early days in the New Earth Army and to the unit's origins in the mind of Gen. Hopgood (Stephen Lang).

Seen early in the film trying to will himself to walk through walls (with disappointing results), the earnest general had read that the Russians were experimenting with paranormal activities, and he didn't want them to get the jump on us with psychological weapons. This is "be all you can be" with a vengeance.

MPAA rating: R (for language, some drug content and brief nudity).

Running time: 1:35.

Cast: George Clooney (Lyn Cassady); Ewan McGregor (Bob Wilton); Jeff Bridges (Bill Django); Kevin Spacey (Larry Hooper).

Credits: Directed by Grant Heslov; written by Peter Straughan, from a novel by Jon Ronson; produced by Clooney, Heslov and Paul Lister. An Overturn Films release.

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