There is no denying "Confessions of a Dangerous Mind" is very derivative in aspects of its style. Director George Clooney draws from such directors as Stanley Kubrick, Steven Soderbergh, Danny Boyle and Martin Scorsese in many aspects of staging, framing and general feel. What sets the film apart is instead of ripping off these acclaimed directors, Clooney draws from them, combining their styles into an ultra-hip hybrid rather than a unfortunate mish-mash.

The result is a very fluid, visually enticing film as interesting as it is unlikely. "Confessions" is the film adaptation of Chuck Barris' acclaimed (though widely-speculated to be heavily embellished) autobiography. Barris, the producer responsible for "The Gong Show" and "The Dating Game," among other game shows, claims he was a TV executive by day and a CIA assassin by night.

A very interesting story indeed, and Clooney (who appears to have been assisted by friend and executive producer Soderbergh) manages to tell it as honestly as possible while offering an interesting combination of visual candy.

Scenes set in the 1950s look like an old sitcom with bright colors and an abundance of characters purposely overacting. Even as Barris has illicit sexual encounters (he is a very successful swinger with multiple, often hilarious conquests) it does not shed its "gee golly" feel.

The scenes involving Barris' CIA work are a complete contrast. The gritty look to these scenes brings to mind the experimental feel of "Traffic." The violence is not particularly glamorized, but is stylized to an impressive degree. These scenes have a very film-noir feel, complete with the trademark rainy nights, fedoras and one hell of a femme fatale, played by a very out-of-character Julia Roberts.

The film has style to spare, yet unlike other similarly-based works, "Confessions" manages to pull it off. Each scene segues into the next in a very creative manner. When Barris gets the call informing him that "The Dating Game" has been picked up, he walks through his small apartment, which becomes an executive office without a break in action or dialogue. This is a nifty trick, used sparingly to give the film the appearance of a stage performance.

Cut these factors with great nostalgic television clips and inter-cut interviews with the likes of Dick Clark and others who had worked with Barris and all you need is a capable cast to make it work.

The film got just what it needed in a razor-sharp performance by Sam Rockwell. The actor takes a big bite out of the screen, not simply playing a character but becoming a prominent figure in trash-television history. Rockwell's Barris is a conflicted man, trying to balance love for his girlfriend (Drew Barrymore) with an unquenchable lust for promiscuity, an acquired love for assassination and his television career and eventually fear and honor.

Rockwell does not so much steal the screen as blend into it. His performance is an impressive combination of over-the-top delirium, introspective depression, conflict and pure bad-ass-ness. He's as slimy as he is smooth, as funny as he is shocking and as good as any other actor to hit the screen this year.

Similarly good is Clooney, playing Barris' CIA contact, Jim. Rather than going for the in-your-face delivery that made Clooney a star in "ER" and "Out of Sight," Jim is a quiet, intelligent and patient operative ready to pressure Barris into killing for his government.

Of course, the film has its flaws. Its credibility, for one, seems to wane. It's not very likely that the film is entirely true. The CIA scenario is pretty out there. Then again, so is Barris. Sure, it might be greatly exaggerated, but no more than most films in Hollywood. The difference is this one manages to be inventive and charismatic enough to pull off pretty much anything.

The romance scenes involving Rockwell and Barrymore are where the film drags. It's not that the scenes are out of place - they are necessary for character development and emotional impact. But sheesh. They seem less like an old-school romance and more like hanging out alone with a creepy couple who just can't keep their hands off each other.

To boot, Barrymore is such a dumbass that she is a detriment to the film. She tries to come off as a hepcat, unconvincingly spouting the sort of contrived lines you would expect from Shaggy of "Scooby-Doo."

This is nothing, though, compared to the overall film. It is both shocking and hilarious (probably helped by screenwriter Charlie Kaufman, batting two for two this year). It is visually captivating and interesting, if a little unbelievable. Clooney has a lot of potential as a creative director, providing he picks a mentor and concentrates a bit more.

If anything, see this film for its inventively fluid cinematography and for Rockwell's powerhouse performance. In fact, if anything, see this film.

If you liked this film, you might also like: "Permanent Midnight," Ben Stiller hamming it up as another TV icon, junkie Jerry Stahl, in an inferior but well-made effort.

Suggested Viewing: Get ready for something different. Spies, assassins, newlyweds, amateur musicians, TV executives and Gene Gene the Dancing Machine are all in the same film. It's crazy, but it works.

Overall: * * * *

Acting: * * * * *, all for Rockwell

Directing: * * * *

Script: * * * *

Cinematography: * * * * *

Musical Score: * * * *, the soundtrack jumps from mellow Beethoven pieces to jumpy jazz during the span of each scene.