GEORGE Clooney: A Biography by Jeff Hudson

IT SOUNDS like every woman's dream. But as Talia Balsam found out, marriage to George Clooney comes with a lot of unwelcome extras. She had no idea that agreeing to spend the rest of her life with the heart-throb meant spending it with his friends, too.

Notoriously close to a group of seven old mates he calls The Boys, his devotion to male bonding sessions left his marriage in tatters.

The pair split in 1992, after just three years, with George, then 31, vowing never to tie the knot again. Despite girlfriends and live-in-lovers, so far he has kept his promise.

Now friends fear the US star - once dubbed the "world's sexiest man" - might spend the rest of his life alone.

As actress Talia explains: "George spent more time with his friends than me during our marriage."

Richard Kind, one of The Boys, adds: "Marriage may have been a lifestyle that didn't jibe with George."

It is precisely this love of the macho lifestyle - his male friends spend as much time at his Californian home as they do at their own - that has destroyed some of his best relationships.

He bought a flat with first girlfriend, Kelly Preston, now married to John Travolta, just a month after they met. Six months later, the affair was over with George admitting it had been too much too soon.

He and French girlfriend, student Celine Balitran, went their separate ways in 1999 after three years together. She'd had enough of sharing him and their home with his friends and pet pot-bellied pig, Max.

Model Lisa Snowdon fared no better. She went out with George after meeting him in 2000 but yet again, his reluctance to settle down meant the relationship was doomed.

AND despite rumours of an on-off relationship with Chicago star Renee Zellweger, George seems happy for things to stay that way.

His relationship with his male pals, most of whom he has known for 20 years, gives him the emotional stability he needs and keeps him laughing. The seven revel in practical jokes, often competing to out-do each other.

Driving home from the Warner Bros lot one day, George spotted a huge oil painting of a big-breasted, huge-bottomed and totally naked Mexican woman, in a rubbish bin.

Swinging his grey BMW over to the kerb, he leant out and grabbed the picture. It was the ugliest thing he'd ever seen. But George had a plan. He normally meets The Boys on a Monday night but after bagging the picture, he started crying off - telling his mates he was going to art classes. Claiming it was therapeutic, he began dragging his friends around craft fairs and artists' shops. This went on for six months until George presented Richard Kind (press secretary Paul in Spin City) with a gift - an oil painting he'd "done himself" of a large, naked Mexican woman. He'd even signed it.

Richard was flabbergasted. The picture was hideous. George had absolutely no talent. But George was his best friend in the world. How could he upset him? He managed a weak smile and hung the painting in pride of place on his living-room wall.

It was weeks before George let him in on the secret.

The star's pals are the closest thing he has to brothers and he'll stick by them through thick and thin. They also help explain why, despite his fame and wealth, George has remained so level-headed. "We are what makes him George," Richard says. "Everything else makes him George Clooney."

Understanding his friendship helps explain how George ticks. George met The Boys when he first arrived in Los Angeles in the early 80s looking for work. The gang consists of Richard, Thom Mathews, Grant Heslov, Tommy Hinkley, Matt Adler, Benn Weiss and Waldo Sanchez.

Thom let George sleep in his roomy cupboard for eight months when he first arrived in LA. Grant gave him $100 to pay for his first promotional shot. Richard gave George a bed for nine months after his divorce from Talia.

Benn is a close friend of George's cousin, Miguel Ferrer. George met Matt on a Hollywood basketball court in 1986. Actor Tommy Hinkley and stylist Waldo Sanchez, who now joins George on set as his hairdresser, complete the group.

They meet up most Sundays at George's sprawling, eight-bedroom mansion, Casa de Clooney. The house is Boy Heaven - there's a cigar lounge and a TV room with an adjacent steam room. His bar offers Guinness on tap. What more could anyone want? The Boys - all now in their early 40s - ride matching Harley motorbikes or the motorcycles George bought everyone for Christmas a few years back. They play basketball, go swimming and then have a barbecue. Wives and children are welcome. George loves children... he just doesn't want any of his own.

There are dozens of stories of how the friends help each other. When Grant separated from his girlfriend in 1994, George decided the best way to heal his broken heart was by playing golf. The pair set off in George's Winnebago motor home to play golf across every state line in the USa.

"We'd stop at each line on the freeway and tee up a golf ball into the next state," George recalls. "We played through the problem - so to speak."

And when Richard's father died of a heart attack, George hired a jet and flew them all out to the funeral. "We sat in the back of the synagogue and Richard was in front with his back to us," George recalls. "When he got up and started to talk about his dad, he saw us and started sobbing. He said: 'I'm sorry but I just saw my best friends back there.'

"There was this amazing feeling that every one of these guys had dropped everything just to be there. That's what it's like. People like that keep you sane."

Batman Forever director Joel Schumacher sums the situation up: "That house is like a sitcom. George has these buddies who have recently divorced and they're all living there. George is like everybody's older brother. I'm 57 but if I was in trouble, I'd go to see George."

Added to the "attraction" of Max the pig, perhaps it's not such a surprise that Casa de Clooney is largely a male-only zone. George also loves practical jokes - - particularly if they involve whoopee cushions or bottoms.

After a party, actor Harry Hamlin left his camera behind. George grabbed Richard Kind: "Hey, pal. Everyone's mooned into Harry's camera. Now it's your turn"

As Kind obliged, George managed to get his friend's head in the picture along with everything else. A few days later there was a call from a puzzled Hamlin: "Why the hell is there a picture of Richard Kind's ass on my camera?"

George seems to like nothing better than letting it all hang out. Holidaying on a yacht in St Tropez with some of The Boys, he gave an unsuspecting tourist an eyeful. She says: "I glanced up, saw these bottoms and thought it was just a bunch of lads. But one bloke was absolutely gorgeous. So I had a second look and realised it was George Clooney. Naturally, I swam closer to enjoy the fantastic view."

With friends and a packed filming schedule, it's hardly surprising George doesn't have the time to devote to a serious relationship. He's got two films out this year alone - Solaris out now and Confessions Of A Dangerous Mind, released on March 14.

But there's always time for The Boys. Ex-girlfriend Celine refuses to criticise George but it's telling that just two days after celebrating his 37th birthday with her, he took the group off to Florida for a week's holiday - no women included.

George's knack of making friends has helped propel him through the notoriously bitchy world of Hollywood.

WHEN he was producing Ocean's Eleven - the hit remake of the Frank Sinatra film - George was determined everyone should have fun.

"We only wanted to have people who play nice" he says. His idea of fun? Introducing farting contests. It wasn't everyone's idea of a good time but it suited George.

"Brad Pitt and George thought they'd try it while we were on a plane," says screenwriter Ted Griffin. "When you're at 30,000ft and can't open a window, it's really upsetting."

Brad remembers the filming. "Off-camera, it was basketball games, backgammon, playing poker - jokes."

Now he's reached the top, it's easy for George to have life exactly the way he wants. But part of the reason for his success and popularity is quite simply that he's always been his own man.

"This town is run by fear but I've always had a line that I will not cross. It may have cost me some jobs but at least I can look myself in the mirror every morning," he says.

Three Kings producer Paul Junger says: "George is what we used to call a 'ride back guy' - the one in the westerns who'd ride back and get you if you were shot off your horse."

Old friend Bonnie Hunt sums it up differently: "George really, really wants to be Frank Sinatra. He's the guy who takes care of everything, leads the pack, includes all the guys in his success.

"Success would be horrible for him without his friends around."

GEORGE Clooney: A Biography by Jeff Hudson is published on March 14 by Virgin, price pounds 16.99. To order your copy, call Mirror Direct on 0870 0703200.