Michael Clayton

is a first-rate thriller about a second-rate guy, a Manhattan lawyer who is least likely to make partner.

As played by George Clooney, suffering from apparent cirrhosis of the conscience, Michael is a legal janitor who mops up messes left by the partners and their entitled clients.

If someone with deep pockets needs legal counsel after a hit-and-run, Michael's the guy. He bends the truth as effortlessly as the flexible straw in his highball glass. And his self-hatred cuts like broken glass.

On the basis of his personal life, hit-and-run is Michael's specialty. He's divorced. His family of origin, an Irish American clan, many of them cops, disapprove of how their "Mickey" represents corporate scofflaws.

Pursed, pained and shadow-ridden as if his charisma had just been surgically removed by organ thieves, Clooney is compelling in Tony Gilroy's directorial debut. The filmmaker, best known as the scribe of the Bourne trilogy, wears both director and writer hats here, and the results are electrifying.

As Gilroy frames the story, Michael is not just estranged from his wife and siblings, he is increasingly alienated from his corporate family.

Assigned to babysit the firm's star lawyer, Arthur Edens (Tom Wilkinson), who is bipolar and defaming the agribusiness that the firm is defending, Michael ruefully recognizes that at least Arthur still can distinguish between truth and deception. So accustomed is Michael to blurring the distinctions he no longer can tell the difference.

Gilroy commands audience attention by introducing the film with a series of evocative shots. In quick succession, he shows a high-stakes poker game, a high-stakes corporate merger, and an exploding Mercedes.

The writer/director takes his good time connecting the narrative dots between the three events, reeling the audience in slowly and confidently. (Gilroy's brother, John, deserves credit for the film's crisp editing. And perhaps their father, Frank, Pulitzer Prize-winning author of The Subject Was Roses, deserves credit for instilling the sharp storytelling sense of both sons.)

At the center of Gilroy's story is Michael, troubled troubleshooter, an outsider whose nose is pressed up to the window of his firm, that of his ex, and that of his ancestral home to mourn the life he ordered but that never came. Like the Paul Newman figure in The Verdict, Michael is working-class and has both lust and contempt for the legal establishment that will hire him as the help but not invite him to sit at the table.

Michael's moral compromise is mirrored in the Kabuki expression of Karen Crowder (Tilda Swinton), chief counsel for UNorth, the firm that Arthur has denounced. In this film that examines the moral spectrum, their legal fencing makes for the edgiest standoffs.

After Clooney, who gives a sterling performance as a tarnished figure, the standout performance belongs to Wilkinson, a geyser of manic eloquence. Also quite fine are Swinton and Sydney Pollack as the boss of Michael's firm, another figure for whom morals are the first casualty.

Michael Clayton ***1/2 (out of four stars)

Written and directed by Tony Gilroy. With George Clooney, Tom Wilkinson, Tilda Swinton, Ken Howard and Sydney Pollack.

Running time: 2 hours.

Parent's guide: R (profanity, sexual candor)

Playing at: The Ritz Five