EXCLUSIVE: Don Cheadle Jokes George Clooney Is ‘Going to Be a Terrible Father’: ‘Hand Your Kids to Me’

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Don Cheadle is full of jokes!

ET caught up with the 52-year-old actor ringside at the Floyd Mayweather v. Conor McGregor fight in Las Vegas on Saturday, where he opened up about his close pal, George Clooney, and how he’s “changed” since welcoming twins with wife Amal in June.

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“I know there's a dude in my life that's had a couple kids and he's changed, he's a different person,” Cheadle joked to ET’s Carly Steel. “He's a much more compassionate person, and at the same time, darker, which I don't understand.”

“Yeah, I feel sorry for his kids,” he added. “[George] has no business having twins, I’m going to be honest. I mean, he should give them to me. They don’t have a chance [with him]. Sorry, George!”

But all jokes aside, Cheadle said he has met the twins, Alexander and Ella.

“I met the little ones, they're beautiful,” he gushed. “They're beautiful.”

“I'm going to be the best [godfather], he should just give them to me,” he continued. “George, I've loved you for many years, but let's be honest, you're going to be a terrible father and if you have any sense at all, you will hand your kids to me right away.”

Sorry, Cheadle, but it sounds like Clooney is doing a pretty good job at parenting so far!

Back in July, a source told ET that “George and Amal are so in love with their kids.”

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"They are settling in so well and enjoying the time off, being at home with their family,” the source added. “Having children has made George even more protective and aware of who he surrounds himself with. He will do everything he can to make sure the children live as normal of a life as possible."

Hear more in the video below.

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