'Leatherheads' (PG-13)(out of four)

"Leatherheads" is the kind of period piece where men wink winningly and where women hold their cigarettes vertically and purposefully -- where a couple must run away from the cops who have raided their speakeasy and where reporters still phone in their story, dictating the breaking news word for word.

It's a comedy that is less about the punchline than about how absurd situations can pit one fascinating personality against another -- hardly a film that will have people slapping their knees in hysterics, but one that's guaranteed to charm quite a few smirks and smiles out of even the most cynical of audiences.

Things start on the football field in "Leatherheads," George Clooney's third film as director. Working both sides of the camera, Clooney plays it carefree as an actor, but relatively conservative as a director. In the story, he plays Dodge, a middle-aged "pro" football player who loves the game almost as much as he loves the male comradarie that surrounds it -- which is to say, the dirty plays, the drinking, the girls and the bar fights.

We meet him in the 1920s, the age of prohibition, a time in which a college football match being played in a stadium can bring together tens of thousands of screaming fans, but a pro football match is played in muddy farm field with only a few dozen spectators in attendance. No one takes the enterprise seriously, and the situation has eroded to such a degree that a handful of America's loosely organized pro teams are going under. When someone asks Carter (John Krasinski), a war veteran and college football star, if he plans on going pro after graduation, he laughs at the silliness of the thought.

Dodge comes to cross paths with Carter because, with his Duluth, Minn., franchise facing bankruptcy, Dodge needs Carter's star power to bring back the crowds. Forging a partnership, both men come to cross paths with feisty reporter Lexie (Renee Zellweger) as she is dispatched from her Chicago newspaper to interview the young war hero, promised a big promotion if she can find a way of discrediting Carter's heroic war stories.

But Dodge sees in Lexie a more considerable challenge than the dancers he usually dates. Thus a peculiar love triangle forms: The washed-up veteran, the starry-eyed newcomer and the manipulative reporter.

Football fans may find themselves disappointed initially. While the notion of the sport being reduced from a game to a business is indeed central to the story in "Leatherheads," the actual playing time is minimal, and less than exciting.

Instead, the fireworks are to be found in the performances. Krasinski makes an impressive transition from his aw-shucks demeanor in the television series "The Office" to the flawed would-be football hero in "Leatherheads." Clooney and Zellweger, both going for broke in a suave vs. sassy battle of the wits, both chew the scenery with verve, sizing each other up in one moment, falling into each other's the next and then wiping the stardust from their eyes long enough to remember that they're supposed to be enemies.

As the clarinets play, and then the violins, and the trumpets, things get sweet, silly, serious and sentimental.

"Leatherheads" feels like a movie from a bygone era, a trifle that takes its time strolling down the football field before becoming more interested in Carter's questionable character and Lexie's conflicted emotions. Much like Clooney's other outings as director ("Good Night, and Good Luck," "Confessions of a Dangerous Mind"), it's a film that refuses to fit the detailed outlines of a genre. It's not quite what anyone will be expecting, and what an exciting prospect that is.