Leatherheads & r & & r & by MICHAEL BOWEN & r & & r & & lt;span class= "dropcap " & C & lt;/span & ollege football, 1925: Wowza music ("Hold that tiger!"), coonskin coats, waving pennants, women wearing cloches and sitting in pretty little rows. The referees' knickerbockers may have been mud-splattered, but they wore their bowties straight. The gridirons of the Roaring '20s were ringed with spectators who expected the rules to be followed.

Pro football, 1925: A cow chews its cud as a bunch of crazy-legged bar-brawlers run first one way, then the other, tackling opponents whether they have the pigskin or not. The fans are outnumbered by the rows of splintered bleachers. Players smoke during calisthenics; so does the water boy. They made up the plays -- and the rules -- as they went along.

Into these two opposing worlds plunges a love triangle -- a fast-talking, down-on-his-luck player-coach (George Clooney); a college football hero with a too-slick past (John Krasinski, The Office); and a take-no-prisoners bombshell reporter (Ren & eacute;e Zellweger, who -- you know what I mean? -- ain't got no hubba for any guy named Bubba).

Leatherheads wants to combine zany comedy with an exploration of what was lost and what was gained when professional football moved from sandlot excitement to the predictability of a commissioner's office overseeing all the players and their agents. Leatherheads, in other words, wants to be a screwball comedy with social significance.

They shoulda stuck with the screwball stuff.

Clooney's film (he produces, directs, stars and sells popcorn) grows up visually (from sepia-washed nostalgia to brightly lit realism) and matures tonally too (from high-spirited hijinks with hip flasks to calmer, more sophisticated conversational exchanges). But the shift from playful to serious drains away the comic energy. It's hard trying to blend the seriousness of ethical debates with the wackiness of bonehead athletes.

Still, Clooney and Zellweger are so good at bantering -- the throwbacks to My Girl Friday and Woman of the Year are so charged with sexual innuendo (in whose end-o?) -- that you find yourself grinning ear to ear. Their first meeting in a hotel lobby; the Cary Grant-Doris Day mock-shock-and-outrage exchange (in pajamas!) in a railcar sleeping berth; the final drive off into the sunset -- these sequences stand up well to screwball standards. But then, in the middle of all the adult, rules-laden material, Clooney inserts a Keystone Kops caper (an escape from a speakeasy being raided) -- as if we'd plumb forgot Leatherheads' origins in screwy humor and needed to be reminded. And the big-game finale strains to parallel the circumstances of an earlier World War I foxhole story.

Jonathan Pryce's scheming sports agent and composer Randy Newman's piano-playing cameo will grab the headlines -- but if you like studying actors, study Steven Root as an alcoholic reporter named Suds and John Vance as both "Suicidal Man" and "Mother of Suicidal Man."

As for Clooney's acting, he has a marvelous sequence when planning his first move on Zellweger: Eyes narrowed, head cocked, lips opened as if to speak, then closed; bemusement plays across the tanned crow's feet at the corners of his darkly handsome eyes. Inside Cary Grant, it turns out, there's a mischievous little boy.

A boy who should've kept playing in the mud instead of trying to impress all the girls. The gets-all-serious-on-us second half of Leatherheads doesn't match the frenzied glee of its opening. But wowza, what an opening. (Rated PG-13)

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