Before crafting stylish thrillers like Out of Sight and The Limey, Steven Soderbergh dipped his toe into the film noir pool with The Underneath, a fascinating remake of the Burt Lancaster starring Criss Cross. Soderbergh himself fails to see much worth in the picture, recalling it as a low point in his creative output. It’s not as restless in its sense of its invention as his more storied works, so it makes sense that he might regret settling for something so straightforward after the wild experimentation of Kafka. But despite its somewhat vanilla approach, The Underneath is a vital step in Soderbergh’s evolution. It was here he developed one of the sharpest skills in his repertoire, the ability to adapt effortlessly, making standard studio fare his own.

The Underneath is a peculiar kind of crime film. It begins like a domestic drama about a son returning home to his family. Michael (Peter Gallagher) is a disappointment, but he’s charming so his mother ignores the fact that he was never around when his father died and that he only seems to want to be home because he’s fucked up somewhere else. His brother David (Adam Trese) is a cop who doesn’t like or respect Michael, but tolerates him for their mother’s sake. Michael’s ex-wife, Rachel (Alison Elliot), is shacked up with an unhinged local hood named Tommy Dundee (William Fichtner), but that doesn’t stop him from trying to win her back.

That set-up would make a watchable Sundance flick, perfectly serviceable as a ponderous character piece. But Soderbergh shoots it like a tense thriller even before the film’s genre origins begin to dominate the plot. Early on, he deploys split diopter shots to further distance Michael from his family, isolating him in the foreground from a comfortable life he’s never quite connected to. Soderbergh douses a moonlit rendezvous between Michael and Rachel in moody blues. He bathes scenes in sickly green to imply the nauseous churn of inevitability. Michael is nothing if not a fuck up, so the main source of suspense is waiting to see just how he’s going to do it.

When Michael takes a job working with his new stepfather at an armored car service, the fix is in and you’re just waiting for a heist to go wrong and the double crosses to unfold. While Michael is the perfect focal point for a navel-gazing indie about trying to get back with an old flame, he’s also the ideal noir protagonist. He’s selfish, lovelorn and shortsighted, blissfully unaware of his own limits. The film’s first half mirrors Michael’s arc. Like the film, Michael is fitfully writhing out of this suburban shell. It’s like watching a sharp, witty caper film shackled to the level of a plaintive drama. The dialogue is just clever barb after clever barb and the inky black humor dripping off every insult or turn of phrase grows more malicious as the film veers down a darker path.

The smooth but abrupt transition into a slick crime thriller is a feat unto itself. Once Michael concocts a job to steal money and spirit Rachel away from Tommy, every character ceases to abide by the aesthetics of the earlier narrative. They each begin to speak with a threatening precision. There’s a life or death certainty to the way characters talk to one another now, but it never feels out of place. The closer the film moves to its reliably convoluted climax, the more Soderbergh is able to tinker with the surroundings, modernizing more and more of the ‘50s noir tone, most notably in a long sequence in the hospital from Michael’s POV, which feels like a Lynchian twist of Hitchcock’s Spellbound.

On a purely functional level, Soderbergh proves that outside of his wild artistic aims, he’s a capable director. He’s an iconoclast able to hide in plain sight as a workmanlike custodian of no frills genre efforts. He presages the spartan nonlinear structure Christopher Nolan would help normalize in Following and Memento by hopping between Michael’s bearded, regret-filled past and his smooth shaven new start. The tawdry machinations of the film’s latter half would be pretty rote if not for the fascinating slow-burn drama that builds up to it. Soderbergh ably keeps everything moving at the right speed, even if the destination he arrives at feels foregone to a fault.

Watching a filmmaker, still early in his development, playing these dueling genres against one another just to tell the tale of one fuck-up who refuses to learn stands in direct opposition to the evolution Soderbergh is undergoing before our very eyes. The Underneath may not measure up to his later successes, but whether he feels like it or not, it certainly paved the way for them.

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