These days, George Clooney can do just about anything he wants on TV. And what he wants to do is a live remake of the 1964 film "Fail-Safe."

Thus, on Sunday at 8 p.m., CBS (Ch. 2) will telecast the first live movie since "Playhouse 90" went off the air 40 years ago. The cast includes Richard Dreyfuss, Noah Wyle, Harvey Keitel, Brian Dennehy, James Cromwell, Sam Elliott, Don Cheadle -- and George Clooney. (It will, however, air on tape-delay in this time zone.)This won't be Clooney's first experience with live television; he was a major force behind the live episode of "ER" that aired in September 1997. And, while that didn't go quite as he'd hoped, it did whet his appetite for the format.

"It was successful ratings-wise, but it wasn't as successful, as a television show, as we'd hoped," he said. "But that was something that I really fought to get. It was my idea from the beginning. And it didn't necessarily work. But it could. The trick is to do it really right. And that means to start from the very beginning, building the sets and shooting it."

For "Fail-Safe," it also means five weeks of rehearsals, a new script by Walter Bernstein (who also wrote the 1964 film) and consultations with people like acclaimed director John Frankenheimer and veteran producer Ethel Winant (a member of the Television Academy Hall of Fame).

"The fun of live television is that somewhere along the way things screw up and you fix them," Clooney said. "The trickiest thing for us is that there isn't this pool of people who do live, dramatic shows. The reason we're working with John Frankenheimer and Ethel Winant and these people is because they're the last people to actually do this and really know where to put the cables for cameras and things that become part of the natural progression of doing a show week to week.

"That's been just the time of our lives sitting there hearing how stupid we could be to try this."

He also learned a few lessons from that live "ER" episode.

"You've got to do it in black-and-white. It's got to be done," Clooney said. "Video is really hard to do. Even if we were to use the old prime lenses, it's hard to shoot it on videotape and not make it look like 'Good Day, L.A.' It's hard not to have it look like a video show. If you do it in black and white, and you use the right lenses and the right lighting, we can make it a lot more cinematic. That's what our goal is."

"Fail-Safe" remains the same story it was in the 1962 novel by Eugene Burdick and Harvey Wheeler and in director Sidney Lumet's 1964 film that starred Henry Fonda, Walter Matthau and Larry Hagman, among others. Set in the early 1960s, it's the story of a computer glitch that sends a group of American bombers loaded with nuclear weapons toward Moscow. The American president (Dreyfuss), aided by his translator (Wyle), must negotiate with the Soviet premier in an effort to stop the bombers -- and prevent a worldwide nuclear holocaust if they do get through.

"It's a very personal story about several million people being killed," Clooney said, "and that doesn't happen very often. . . . It's also a great thriller. I remember when I saw it the first time, I couldn't believe what they were doing. I couldn't believe the ending. And I thought that that was sort of a great thing."

Actually, Clooney said he first came across "Fail-Safe" while flipping channels one day.

"In fact, that's part of the reason why I thought this would work is because you're flipping the channel and all of a sudden you come onto a film where there's Henry Fonda in a bunker as the president, negotiating on accidental warfare," Clooney said. "And it's black and white and there's no score to it -- there's no music. I remember flipping channels and I had a color TV and it was black and white, and I sat there with my mouth open. I think I caught the last hour of it, and I couldn't believe what I was watching,

"I think if you're sitting at home and you've got CBS on and you're flipping channels and you see a screen and it's black and white . . . and all of a sudden you see Noah Wyle in a bunker with (Richard Dreyfuss), it's going to make you stop. I think it's such a good tale, and Walter's such a good writer, and I think we got really lucky here."

It also has the benefit of taking place on a relatively small number of sets -- chiefly a White House bunker, the Pentagon war room, the Omaha war room and the cockpit of the lead bomber.

"It lends itself to live TV," Bernstein said. "It really is a succession of more-or-less enclosed scenes. And adapting it now -- or re-adapting, going back to the book -- it kind of pretty much fell into place."

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"It seemed like this was the perfect project to try as a play," Clooney said. "And it gave us a chance to tell, I think, a good, relevant story in a really interesting form that you don't get to see in television, really, since 'Playhouse 90.' " Clooney, obviously, could play any part he wanted, but he chose to play bomber pilot Col. Jack Grady rather than the role he really wanted -- the president. In his estimation, at 38 he's too young, and the momentous decisions this fictional president has to make would seem "immature."

"I mean, (the president) is the best part in it, but sometimes you also have to look at things and say what you can play and not what you'd like to play," Clooney said. "Because it's a mistake actors make a lot, which is, 'Wow, I think I'd love to do that.' And the truth is, you've got to do what people will believe."

Just don't expect perfection out of the live (or tape-delayed) telecast. Clooney almost sounds like he's hoping something goes wrong.

"The reason you watch things is because you're sort of anticipating something going wrong and seeing whether people find a way to survive those situations," Clooney said. "And if we do it right, then maybe we can open up a different sort of door for television."

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