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TORONTO—Being on a film set, working with actors and producers, all of that was nothing new for Tony Gilroy. His father, Frank D. Gilroy, won a Tony for his 1965 play “The Subject Was Roses,” turned into an Oscar-winning film. His three boys—Tony, Dan and John—grew up into the business: two screenwriters, and an editor (John).


Tony Gilroy’s first produced screenplay was the 1992 tweenage ice-skating romance cult hit, “The Cutting Edge.” His name is on the scripts to three Taylor Hackford titles: “Dolores Claiborne,” “The Devil’s Advocate” and “Proof of Life.”


More significant, all three entries in the humongo “Bourne” franchise—“The Bourne Identity,” “The Bourne Supremacy” and this summer’s “Bourne Ultimatum”—were scripted by Tony Gilroy.


So, when it came time for his directing debut - with “Michael Clayton”—forgive the guy if he wasn’t quaking with fear and uncertainty.


“The great advantage of not being 28 when you make your first movie is that you’ve seen a lot of movies made,” says Gilroy, who just turned 51. “You know that if your script is OK, and you hire really good department heads, and you cast really well, and the one thing you communicate as you do that is that everybody’s making the same movie - well, you’re so far along.


“As for the acting part: Of all the directors that I’ve worked with, it’s such a small fraction that really understand what actors do, anyway.


“It’s a mystery. And if you understand what one actor does, it’s useless with another actor. ... I bet if I made 20 movies, I would never be able to take a performance apart and put it back together, and I don’t think most directors can do that.”


But if acting remains some alchemical puzzle, Gilroy knew that having talented practitioners on board was key. He had pitched “Michael Clayton” around the same time he started work on the first “Bourne,” but always with the caveat that he had to direct.


“All the way through trying to get the movie made, George was at the top of the list,” he says, speaking of the guy in the title role, Clooney, who eventually came in as a producer, too.


“I seem to want to write hero parts, so that list is a pretty short list of guys, and I couldn’t get George,” Gilroy recalls. “I couldn’t get to him in the beginning, and when I finally did get to him, he read it and said he might be interested in directing it, loved it, wanted to do it, but he didn’t want to work with a first-time director. So, it was two years later before I even got to meet him.”


Gilroy, who lives in Manhattan with his wife and kids—and shot some key sequences of “Michael Clayton” not 500 yards from the Washingtonville, N.Y., house where he grew up—says that there were “real serious reasons” Clooney was his first choice and that they weren’t all about the star’s incredible box-office clout.


“I loved the idea of him ruined,” Gilroy explains, “all that squandered promise. ... I don’t think that there’s anything sadder, dramatically - and probably in life, but certainly dramatically. You can kill the family dog, you can have the kid dying of cancer, but I don’t think there’s anything sadder than `too late ... Sorry, it’s too late, you missed it.’


“And there’s a tradition, you can navigate the movies every couple of years that really go after that idea - `The Verdict’ is there, and `Save the Tiger,’ `The Entertainer’ - a whole tradition of that kind of film, somebody who has squandered something really valuable.


“It’s a great motor.”

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