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Director David O. Russell is like a kid let loose in a candy store. And like a good little boy, he's sharing.

It's not easy to make the transition from independent films to the realm of Hollywood. Sure, the money's better and the release is wider, but the skill displayed with a grainy 16mm camera can be lost in a sea of star power and compromised morals.

With "Three Kings," Russell ("Spanking the Monkey," "Flirting with Disaster") has done more than just acquire a bigger budget. He's benefited from it, supplying a barrage of brilliantly filmed sequences that tear through the viewer with the force of an Iraqi-issued AK-47.

Set at the end of the media event of the decade, the Gulf War, "Three Kings" stars a motley crew of unlikely heroes: George Clooney, Ice Cube (last seen being strangled by a giant "Anaconda") and Mark Wahlberg (last seen exposing his giant anaconda in "Boogie Nights"). Together they form the titular trio: military men who, faced with the prospect of going back to civilization, decide to steal Kuwaiti gold.

There's only one problem with this scenario. The Gulf War was a war of tactical bombing and quick, decisive fighting in isolated desert. Once the soldiers enter an intimate battle where civilians die and the idealized orders of then-President Bush ring false, the moral barriers that the men have built up around them come crashing down.

Both politically and cinematically, there's a lot going on in this movie. Russell attacks American preconceptions of the Arab world. At the beginning of the movie, soldiers off-handedly refer to the Iraqis as "Towel-heads." But by the end, the characters -- even the enemies -- are developed as human beings. We engage with the characters, we sympathize, we realize that not all Arabs are what we see on the news -- angry demonstrators decrying America as "the great Satan."

Cinematically, the movie is a stunning experiment. The film is shot with a grainy film stock that gives it a jittery, unpolished look. The lighting is harsh, overexposed like so many brilliant Ingmar Bergman sequences. The result is simple and elegant: You are there in the desert. You're in these situations, and while the characters take moral stock of themselves, you're forced to do the same. From a technical standpoint, Russell pushes the envelope, attempting shots that film students dream of at night. Like any experiment, the film is an exercise in trial-and-error. And once or twice, the experiment fails. But even in failure, Russell's originality amazes. In fact, his failures are better and more innovative than a lot of current directors' successes.

The cast helps Russell along by turning in remarkable performances. Clooney -- overlooked in the woefully underrated "Out of Sight" -- stars as the moral guide of the group. He dispenses the wisdom that must be learned, the gems of knowledge that make life livable. Wahlberg offers a dynamic performance, and even Cube is good. His part is not as complex as the other two, but he delivers his lines with a confidence that's surprising considering his lack of experience.

Equally good is Spike Jonze (he's technically a fourth King, but that doesn't sound as good). Known primarily for directing music videos (including the Beastie Boys' "Sabotage" and Weezer's "Buddy Holly"), Jonze represents American ignorance. He's as stupid as they come, but his performance is anything but simple, revealing a sadness behind his racist utterings and moronic commentary. His intentions are good, and it's hard not to feel sorry for him.

In 1991, when the film is set, could anyone have predicted that a good film would be made starring both N.W.A. member Cube and Calvin Klein model Marky Mark? Probably not. But as unlikely as the casting is, the end product proves that, despite their background, they can act.

With the tyrannical malevolence of a Saddam Hussein, the studios keep flooding the theaters with drivel, trying to control what we watch and think. Maybe there's a revolution coming in Hollywood. From the underground -- the world of independent film -- directors like Russell, Paul Thomas Anderson and Steven Soderbergh are creating beautiful and intelligent films. And that probably scares the Hollywood institution.

Grade: A

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