THE GOOD GERMAN — ** — George Clooney, Cate Blanchett, Tobey Maguire; in black and white; rated R (profanity, violence, vulgarity, sex, ethnic slurs, torture, brief nudity, brief drugs).

It's hard to know just how to take "The Good German." Filmmaker Steven Soderbergh's period piece nails the look of '40s-era war movies, with black-and-white photography, studio-lot stages and rear-screen projection.

But it also has curiously modern-day sensibilities, such as anachronistic dialogue (especially its surprising peppering of R-rated language) and modern-looking actors.

All of which adds up to a film that seems pretty ridiculous.

You might be tempted to classify it as an interesting failure, but all the crudities and the snail's pace make it hard to get through.

The most watchable aspect is George Clooney, who looks very much like a '40s-era matinee idol. He stars in this dramatic thriller as Jake Geismer, a war correspondent who's come to Germany after the Nazis' surrender to Allied forces.

Jake is supposed to be covering the Potsdam Conference, at which Russian, English and American leaders are supposed to decide what to do with the former world power. Instead, he's distracted by thoughts of a former lover, Lena Brandt (Cate Blanchett).

As it turns out, she's now involved in an affair with Patrick Tully (Tobey Maguire, surprisingly oily), an enterprising but amoral U.S. Army motor-pool driver who's profiting from the war. Tully also winds up becoming Jake's guide in Germany.

The nasty, modern tone of the script, courtesy of veteran screenwriter Paul Attanasio (1994's "Quiz Show" and 1997's "Donnie Brasco"), is too much at odds with the old-fashioned look of the movie.

And while Blanchett may have won a best supporting-actress Oscar for her turn as Katharine Hepburn in 2004's "The Aviator," her Marlene Dietrich vamping here is less convincing.

"The Good German" is rated R for strong sexual language (frequent profanity and crude slang terms), strong violent content (scenes of war violence, such as shootings and explosive mayhem, as well as violence against women and some sexual violence), simulated sex, use of slurs based on race and ethnicity, a scene of torture, brief female nudity, and brief drug references. Running time: 105 minutes.

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