Everybody in the movies is playing dress-up, of course.

The trick is to make us forget all that, and fool us even if just for a few seconds that Johnny Depp's pirate ship is just over the horizon, or that the whole world really does want to kill Matt Damon because his name is Jason Bourne.

Steven Soderbergh's "The Good German" is a heroic exercise in dress-up that never quite convinces us we've left the wardrobe department. Soderbergh tries not just to revive a 1940s-era noir drama, but to re-create one down to using vintage camera lenses, musical scores and title fonts. He employs two of the few actors going today - George Clooney and Cate Blanchett - who possess the talent and the stature to even remotely approach the mood created by Bogart and Bacall, or Grant and Bergman.

And yet "The Good German" feels so empty, almost irritatingly so, because of, not in spite of, all the effort that went into it. We see them working so hard to make us feel a certain way, that when they can't bring any real emotion to the underlying story, we resent them for trying.

Soderbergh works from a script written by Paul Attanasio (who successfully re-created another era for director Robert Redford in "Quiz Show"), starting from a period thriller by Joseph Kanon. Clooney walks off a plane into 1945 Berlin. He's a journalist assigned to cover the postwar division conference at Potsdam, but he's far more interested in rekindling a romance with a German woman (Blanchett) he met during the war.

The good news for Clooney is that his Army-assigned driver, played by Tobey Maguire, knows fair Lena quite well. The bad news is, Maguire's vile character is pimping Lena to servicemen with cash to spare.

Maguire's performance is one of the highly visible moments of dress-up. The character is an ocean, a continent and a sailor's vocabulary away from wide-eyed Peter Parker, whoring, drinking and double-crossing a dirty swath through Germany. Our failure to buy Maguire as the heavy is a distraction that makes the rest of the plot that much more confusing.

And confusing it surely is. American generals are fighting Soviet bosses for control of German scientists with knowledge of ballistics and nuclear fission. Nazi-hunters seek German citizens sneaking away from their horrific crimes. Military police search for murderers.

Lena may be any of the above, harboring any of the above, or bedding all of the above. Blanchett's performance suffers under all the demands the script places on Lena, and her accent too often feels to us like Natasha posing for an off-screen Boris.

Some of Attanasio's dialogue does manage to evoke the hard- luck, hard-boiled conversations of "Casablanca" or "To Have and Have Not."

Clooney knows the woman he's chasing is hopelessly corrupted, by choice or desperation; he tells a drinking partner that all around them in Berlin are people pretending they weren't involved.

"Millions of people didn't disappear because the elves came out at night," Clooney sneers.

Later, he watches in disgust as a prostitute digs into the black-market food he's brought for her and Lena.

"You're Jacob? Is that Jewish?" she asks, between bites.

"The way you're eating that ham could make anyone kosher," Clooney replies.

Yet Soderbergh never completely conveys the lessons he learned in studying the best of studio-system noir.

Much of the tension in watching Bogart was in what he couldn't say, and what he couldn't be seen doing; he couldn't drop an f-bomb on Claude Rains, he had to think of something more clever. He couldn't throw Bacall onto a bed, so he had to throw her over his shoulder with just a look. Paying homage to the implicit by making it explicit is always a dangerous trick.

And the wartime noir was usually pretty clear about whom we should cheer for. In "The Good German," we get no heroes, not even flawed ones. Clooney, our marquee man, chases through numbing plot contortions only because of his lust for Lena. By the time "The Good German" ended, I had barely a clue if the good ones had lived or died. 

You know how to whistle, don't you, Steve? Of course you do. We've marveled at movies as diverse as "Traffic," "Bubble," "Erin Brockovich" and "Ocean's Eleven." Just go back to whistling your own tune.

Staff writer Michael Booth can be reached at 303-954-1686 or at mbooth@denverpost.com.

"The Good German" | ** RATING

R for language, violence, sexual content and some nudity|1 hour, 47 minutes |NOIR|Directed by Steven Soderbergh; written by Paul Attanasio based on the book by Joseph Kanon; starring George Clooney, Cate Blanchett, Tobey Maguire, Beau Bridges and Tony Curran|Opens today at area theaters.