The former ER heartthrob doesn’t coast on his looks. George Clooney has spent his last three movies wearing a hairnet (O Brother, Where Art Thou?), drowning in oversize rubber waders (last summer’s The Perfect Storm) and caked in Iraqi desert dust (1999’s Three Kings). “He’s not into beautification at all,” says Kings makeup artist Allan Apone. “Getting ready to do scene, George would run his fingers through his hair, throw water on his face and go,” confirms his ER costar Julianna Margulies. Clooney, 40, isn’t letting his gray hairs and a few wrinkles dim the twinkle in his long-lashed, deep brown eyes. In fact, Perfect Storm director Wolfgang Petersen says the best is yet to come: “When he is all the way through his 40s, I think he will be even more attractive.” Whatever the years bring, the 5’11” Clooney, now filming a remake of the 1960 Rat Pack opus Ocean’s Eleven, due in December, will allow nature to take its course. “You don’t want to try to look younger because you’ll look wrong,” he explained to Playboy last July. “You dye your hair, you look wrong. You wear a bad toupee, you look wrong. You wear makeup to hide things, you get your eyes done, you look wrong. It happens all the time. I’m not interested in playing that game.” He doesn’t have to.