THEN WHO ARE YOU? Despite honorable ancestors like Kiss Me Deadly, we strongly identify the paranoid thriller genre with the 1970s, when Hollywood disillusionists postulated in widescreen that everything was a fraud and anyone who got too near the truth would be killed.

When bummers went out of fashion, we still got paranoid thrillers, but they were generally more uplifting and mainstream, like the John Grisham (and Grishamesque) dramas that show up every season with horrible conspiracies, happy endings, and big stars. The hero is usually shown to be on some sort of quest for personal redemption as well as for survival, as befits the modern idea of blockbuster entertainment that makes you feel good about humanity because Tom Cruise rediscovered his sense of purpose.

Michael Clayton is of this sort, but more serious about the redemption angle. [Muted spoilers herewith.] Things still go bump in the night and the deck is still stacked until the hero pulls his ace, but we also get more than the usual amount of information about the hero's personal problems, and a stronger invitation to relate to them.

Clayton, once an assistant DA in Queens, has been for years a "fixer," "janitor," "bagman" (his words, and others') for a big law firm without making partner or even getting the kinds of cases he says he prefers. Clayton hasn't found success because he doesn't really want it: something in him is always rebelling against the amoral system in which he's enmeshed, and he screws himself with debts and bitter self-mockery.

Why not just quit? The debts provide an excuse. But as the details of his work and life mount, we get that Clayton doesn't quit for the same reason many of us don't quit. It's what he knows. He's good at it even if he isn't proud of it. Clayton has a fuckup brother whom he disdains, but with whom he nonetheless disastrously co-invested his "walk-away" money. In a simpler script the blown savings would clearly be a convenient accident that motivates the hero, but here they suggest the complicated psychology of a man for whom duty and responsibility have become means for perpetuating self-disgust.

When one of the firm's "bulls," Arthur, goes off his psych meds in the middle of a big case, Clayton is assigned to fix the situation. Arthur's madness is related to his guilt over a really loathsome case he's been working for years. The madness is his way out, and he senses that Clayton needs one, too. In their desperate conversations, Clayton keeps insisting that Arthur won't listen to him, but Arthur has something to say to Clayton, and it's only when reality begins to resemble Arthur's delusions that Clayton begins to listen.

The dread in Michael Clayton starts before any crime is done. The law offices are properly creepy, the lawyers and their big-time clients are scum. Most conversations drip with cynicism, mendacity, or both. Arthur's breakdown spurs the violence, and the violence wakes Clayton up. In old-school paranoid thrillers, the revelation of conspiracies alerts the hero, and us, to the fraudulent grounds under which we've been living. But it's a new kind of world; he, and we, already knew about the fraud before the story began. What he and we want to know is the answer to the question Arthur poses when Clayton, desperate to normalize the situation, tells him, "I'm not the enemy." "Then," responds Arthur, "who are you?"

The paranoid part of the formula is rich, but the thriller part is less so. The fulcrum of the conspiracy is Karen Crowder, newly-risen head of the odious client company whose case has deranged Arthur. In a tic-ridden performance that is either perfectly awful or awfully perfect, Tilda Swinton shows Karen to be an absolutely demolished personality who glues herself together with corporate bullshit. When the case and her career are jeopardized, she's sufficiently freaked out to go with criminal solutions (there's a lovely scene in which she haltingly matches euphemisms with a contract killer).

Karen is Clayton's opposite: if he's got too much soul to succeed in a soulless world, she's got so little that she becomes a perfect medium for the worst consequences of soullessness. But Karen's not the problem, and by having Clayton take her on, the film ties up the thriller without resolving his dilemma -- as the long, anomic coda seems to admit. Despite its "happy" ending, the film leaves us rattled. Is it because the filmmakers cleverly shifted the burden of resolution onto us, or because they couldn't craft one that suited the movie? We may be forgiven for thinking that having George Clooney take down a yuppie bitch might be a cop-out.

This is Tony Gilroy's first directing credit, and he has maximum support in every area of craft. James Newton Howard's score gently gooses the mood-shifts; as he showed with There Will Be Blood, Robert Elswit has a great eye for pockets of murk, even in sterile environments; Gilroy's brother John cuts the film to suit the patience of its style. Clooney is perfect for the movie. The script's wealth of character detail suits his easy-does-it approach. He doesn't hit the emotional cues too hard, letting the story tell him rather than vice-versa. It's odd: Michael Clayton is ambitious, maybe too ambitious for its own good, but its best features come from artistic restraint.

There, my Oscar duty's done (sorry, but even duty can't drive me to see Atonement). Predictions later.