There’s only so much to be gained from spending a lot of time thinking about the past, but this attitude can be a problem when writing about movies released long ago. For one thing, Steven Soderbergh is a director who seems to have very clear feelings about each of his films and how they’ve turned out. Based on multiple interviews with him, he seems to have a firm handle on what he’s tried to do throughout his career and is aware of which films may have gone astray for whatever reason. You get the feeling that he’s perfectly happy to talk about these things, but he doesn’t continually obsess over them either. His mind has been made up. The films he’s made recently have all the confidence of a director who has nothing left to prove while still wanting to try new things but is maybe more interested in just enjoying himself. The shipboard drama LET THEM ALL TALK and Covid-era thriller KIMI feel like they’re among the best of this recent batch, two films with very different goals and the only real criticism I have of them is how much they’ve been allowed to basically disappear into streaming unless you know where to look—presumably they’re still where they’re supposed to be, but who can remember these things. Looking over his filmography, there are a few projects I still need to get to, especially some TV stuff, but it gets easy to lose track when streaming is part of it all. His career seems divided into multiple stages now—the acclaim at the start and the fallout, the rebuilding that led to his Oscar, the studio heights of the OCEAN’S series and the George Clooney partnership, the move into digital, his own rumblings on possible retirement and the return from that decision leading into the streaming era. There is a thread that can be found in each of these and it’s almost like by this point I can recognize a scene directed by Steven Soderbergh just by the font usage and naturalism of the room tone but his films also have that controlled sense of genre and the way they present people trying to understand just who can really be trusted, a theme which turns up in a number of his films as he explores the basic idea from all sorts of different angles.
But to use the example of one film in particular, the director has also somewhat famously been dismissive of THE UNDERNEATH, his remake of the noir classic CRISS CROSS, saying that he decided the film was basically DOA in the middle of production even though he had no choice but to proceed forward. Released in the spring of 1995 (Happy 30th!) to a mixed response and little box office, the experience caused Soderbergh to immediately regroup so he could put together what became SCHIZOPOLIS, a no-budget piece of absurdism that he also starred in. Getting his mojo back from that experience led to the run of OUT OF SIGHT, THE LIMEY, ERIN BROCKOVICH, his Best Director Oscar for TRAFFIC and beyond. And much as I like each of these films, I would still willingly tell him that I also like THE UNDERNEATH, really I do, and would do this knowing he’d never agree but the movie still offers a mix of personal style and suspense that remains effective in a way that still feels like it could only have come from him. I can understand feeling that it’s too sleepy, too constrictive, but as a noir story crossed with the aimless mood in the air of what I remember from the mid-90s something about it still clicks for me, the awareness of fucking up in the past which leads to the realization that the only thing left to do is fuck up again. Coming from someone who still worries about doing that sort of thing, it does make a lot of sense. And it even anticipates films by the director he had yet to make so however he feels, it goes perfectly with his body of work that was still to come.
Several years after fleeing Austin due to gambling debts, Michael Chambers (Peter Gallagher) returns to see his mother (Anjanette Comer) and be there for her new marriage to Ed (Paul Dooley), a friendly sort who works for an armored car company where he soon gets Michael a job. Michael’s brother David (Adam Trese) is openly hostile to him but even worse is when he tracks down his ex-wife Rachel (Allison Elliott) who he left behind and is now attached to Tommy (William Fichtner), a nightclub owner with some criminal activity on the side. Michael goes after Rachel again but when they’re caught by Tommy, Michael offers him a plan to rob one of the armored cars, figuring this will be exactly what he needs.
Writing the script for SEX, LIES AND VIDEOTAPE which became his breakthrough along with how he starred in SCHIZOPOLIS with ex-wife Betsy Brantley soon after their marriage ended makes the films directed by Steven Soderbergh sound more personal than maybe the majority of them are, films that maybe explore similar ideas in a way that isn’t always apparent when the focus feels more on genre. THE UNDERNEATH is officially based on the novel “Criss Cross” by Don Tracy but still feels like it’s returning to themes explored in the earlier film, the idea of a man who screwed up big time returning to a place he once knew to sort out what was left behind. And though he wrote the script for THE UNDERNEATH, Writers Guild arbitration dictated sharing the co-screenwriting credit with Daniel Fuchs, screenwriter on the original film of CRISS CROSS back in 1949, which led to Soderbergh ultimately using the pseudonym “Sam Lowry”. It’s a name many will recognize as the main character in BRAZIL, likely a comment on the bureaucracy involved with the decision and that winds up feeling about as personal as anything else in the film. But there is more to THE UNDERNEATH which delivers a very controlled tone all the way through mixing character study in the heist plotline along with the Austin vibe in the air so at the time it felt like the film was nailing something of the feel of the time. It still does even now, at least in the club scenes or maybe the cool indie tone to it all just feels like the time in general but it’s a meshing together of genre and character drama looking to find a personal connection in the material. SEX, LIES AND VIDEOTAPE opens with shots of a road taken from a car in motion and THE UNDERNEATH begins with its main character driving as well, but in the first film it feels all about possibilities while in this one, a film where the very first moment starts its non-linear narrative structure already in the middle before going back, the route has already been planned but the endpoint isn’t leading anywhere good.
And THE UNDERNEATH does feel personal, not just as partly a fatalistic neo-noir redo of SEX, LIES AND VIDEOTAPE in addition to the film it’s an actual remake of but it also anticipates the setup of his own OCEAN’S ELEVEN remake six years later, a film made with much more of a commercial goal in mind but still a heist movie which is ultimately about getting an ex-wife back more than the job in question, the personal crossed with the interest in genre, an issue of motivation that THE UNDERNEATH chooses to be a little murkier about. The obliqueness of the plotting is a big part of it, like how Michael and Rachel were apparently married but if it wasn’t for the presence of a wedding ring we’d never know, not to mention just the simple idea of motivation as well as just who is playing who at any point. If I’m counting right Soderbergh has directed four official remakes in his career, not including a few others that he wrote or produced, and it almost gives the impression of trying to recreate films he has encountered with his own goals in mind, whether this is all coincidence or his own version of auteurism as criticism. But it’s really a film with a focus on one character and his connection to the people close to him, the guilt that comes with that and the easy ways to screw up all those second chances, mixed in with a welcome number of small laughs coming from the clever dialogue for what mostly feels like a quiet, morose film while always aided by the moody Cliff Martinez score. Something about the approach even feels like the nineties or at least my memory of the nineties or maybe it’s the dream of those nineties films when they played in art houses back then, felt in the nightclub scenes which have the vibe of all those people in the moment responding to the music, those days when you don’t know where you’re going, don’t know why you’re there, don’t know why you’re calling someone, with much less to worry about than you realize until you create all those problems for yourself.
In that noir tradition, it’s also a film about refusing to let go of things that you’ve already run away from, trying to move forward but still holding onto what you once had. “I don’t know if getting back with you is a moment of strength or a moment of weakness,” Rachel tells him, unable to decide. Gallagher exudes a sort of cocky intelligence as Michael but one that’s always looking for a short cut, seen reading multiple self-help books in search of the magic answer. But nobody has that answer and no one can let go of those resentments of the past or the dream of that big lottery win which you keep telling yourself is going to come eventually and it really is a film populated by people looking for the winning lottery ticket so they can get that easy money, particularly in the flashbacks of Michael gambling and buying a huge, stupid satellite dish to watch all the games he’s betting on. Rachel is looking to be an actress in the flashbacks, or maybe just the winning lottery ticket of being an actress, but the only big audition we see her preparing for is to be the girl who hosts the nightly number pick. Even Michael’s mother wants her lottery scratch-offs as her wedding day approaches, just in case that big win could still happen. The most decent person in the entire film has the healthiest attitude about the way things turn out in life and even his own big dream is still a modest one. Maybe the second most decent person in the entire film also has a regular job and is smart enough to know that she’s the girl in second place but that’s the way things go sometimes. In the noir tradition, the film really is about wanting more which is always the easiest way to screw things up.
The tone through it all is set by how careful the direction always is down to the framing of every single shot which at least partly seems to be what Soderbergh disliked in his own film the most, looking to ultimately break free from all the constrictions. This is all filtered through his visual and storytelling tricks via a non-linear narrative that jumps from the present tense to flashbacks and flashforwards that detail Michael’s movements on the day of the robbery all done in a way that, helped by film stock and the presence of a beard, feels so assured that it never becomes confusing. If Robert Siodmak’s visual style in CRISS CROSS is a product of German expressionism, then what Soderbergh does here is more like American indie Expressionism, at least it felt that way until PULP FICTION changed everything about how to approach crime dramas then, but here it’s at least doing something with the frame that keeps it always active through a cutting style equally careful about keeping your focus on what’s right there. It’s a reminder of how much of this purely visual approach was still possible when all this was being done on film, not that I want to turn this into a film vs. digital debate, but something really was lost when Soderbergh abandoned the former for the latter and his aesthetic was altered which he seems ok with anyway. But the look he achieved back in the ‘90s is stunning and it’s a gorgeous looking film, shot by Eliot Davis who would do the same on OUT OF SIGHT a few years later, and it almost feels like part of the point of the whole thing was to make it gorgeous looking even if this look became something that kept it distancing. It’s a visual style that pushes the use of colors and the anamorphic frame all through, to make every single image stand out if it can, with enough split diopter shots all through that it feels like Soderbergh was having fun making this film, I just have to take him on his word that he wasn’t. But that kind of framing does give certain moments the classic De Palma feel, along with the diopter-heavy look to an early dinner table conversation that I’m guessing took its inspiration from the framing of the mashed potato scene in Spielberg’s CLOSE ENCOUNTERS. Even a vendor number spotted in giant close-up that figures into the plot is likely an obvious George Lucas reference. And the way the film basically stops dead, in a very effective way, in the aftermath of the big heist with the multiple timelines finally converging during the final third with part of it directly from Michael’s queasy POV which offers no escape, a destination that can only be a dead end with nowhere else to go.
But along with all this is that feeling of a low hum through the entire thing which plays as correctly noir for the nineties, a very different era than the post-war heyday of the genre but people are still trying to find the easiest way to get the payout. “So beneath the apathetic exterior there was actually a raging indifference,” Rachel says to Michael about his behavior which is one way to look at character motivation and the tone of the entire film as well. The harshness of the dialogue that veers into jokiness since people like this are going to make those jokes anyway. “You’re not very present tense,” Michael is also told and the non-linear plotting feels appropriate for a main character who is so unmoored, along with how so much of the film seems to be in the desperation seen in the eyes of various characters who can’t seem to smile unless they know how to fake it. Fittingly, it’s a film with a main character who’s never as cool as he thinks he is, not when he’s placing his bets, not when he’s trying to get Rachel’s attention via cocktail napkin placed under a drink and certainly not when he comes up with the entire stupid plan to begin with. It also feels cynical enough that what happens to the main character barely seems to matter at the end and you could hardly blame someone for not even remembering when he’s last seen since the final moment since the film shortly after moves on to someone else shortly after and then the very end raises a few other questions entirely. The similarities to OCEAN’S ELEVEN are there—we still need to keep straight exactly what is a remake of what here—but to compare the two it’s like with THE UNDERNEATH he was making a mood piece/character study/art film and with OCEAN’S, along with its sequels and a few others he’s made, he wanted to make a movie and that’s where the fun of these things comes from. Maybe it was also the chance to do something like this over again and not only make it more commercial but more human, not so ice cold and fatalistic. It’s a fantasy version of trying to do that sort of thing over to make everything right and the OCEAN’S films certainly have nothing to do with reality but maybe he decided that type of escape is one of the reasons we go to the movies in the first place. With THE UNDERNEATH and its combination of character study of a fuckup and noir thriller to explore how well the genres can mesh it still works and feels like a movie about the possibilities always in front of us, it all just gets screwed up when we can’t get out of our own way. When it comes to these things, there’s no point in going back. You’ll just be fucked over again. Whether it’s by yourself or the person you went back for, it doesn’t make any difference.
Maybe part of it is that overall sense of coolness from the performances which they need to be, where every single smile in the film could be like someone putting on an act. Peter Gallagher (seen recently playing a future version of John Mulaney on his Netflix talk show) lets his eyes do a lot of the work to go with the steadiness in his voice, a man trying to stay focused and convinced that the next bet will finally pay off with Alison Elliott who brings a harsh cool girl vibe to someone keeping her distance from everyone else no matter how close they want to think she is to them. William Fichtner plays the live wire, ready to snap at any moment and he even gets a nervous laugh at one point out of the tiniest head nod. The effectiveness of the supporting cast adds the humanity that isn’t felt as much from the leads including Paul Dooley who is just as warm and welcoming as you want him to be, the total resentment that comes off Adam Trese as the brother, the way Anjanette Comer as the mother always seems to be holding back what she’s really thinking and Joe Chrest as the mysterious Mr. Rodman in the hospital. Elisabeth Shue, months before her Oscar-nominated role in LEAVING LAS VEGAS was seen, is ideally cast as an also-ran girl who we can’t imagine why Michael doesn’t go with her since she seems so right, sensible and charming but never dull. This should be the girl. But that’s not the film the main character chooses to be in. Harry Goaz of TWIN PEAKS is one of the other drivers at the armored truck company, Mike Malone who featured prominently in SCHIZOPOLIS is seen hitting on Alison Elliott, Richard Linklater is the doorman at the club and Shelley Duvall, one of two Altman alums in this along with Dooley, is the nurse in the hospital in a scene which likely took no more than a day to film. There’s also the recently departed Joe Don Baker, RIP, wearing a bolo tie in a key role as the boss at the armored car company that isn’t much more than an extended cameo but his few moments onscreen do give us his cagey presence and smile, reassuring us more than anyone else does which in this film of course means there’s no reason to trust him. I like Baker here more than I like the way his final scene raises more questions than it answers but right now it’s just nice to see him get the very last moment in a film like this. After all, Joe Don Baker getting the last moment in a film is sometimes what cinema is all about.
“Anything’s better than nothing,” Michael says as a reason for doing anything with anybody. It’s one thing to tell yourself when you don’t have any other ideas and that speaks to the malaise felt when there are no better ideas. Looking for more thoughts on the film from Soderbergh, I picked up my copy of “Getting Away With It”, his book consisting of half interviews with Richard Lester/half diary of his activities around 1996, leading up to the beginnings of his involvement with OUT OF SIGHT, only to discover that he barely mentions THE UNDERNEATH at all aside from his horror at having to sit through it at a festival screening in France. It seems obvious that he had already moved on from the film by that point and there wasn’t even anything to say about it anymore. We should all have such a strong work ethic. One of the ways to see the movie has been its inclusion on the Criterion Blu-ray of his 1993 film KING OF THE HILL, which he thinks a little more highly of, making THE UNDERNEATH a literal B-side although the film by itself has since gotten a non-Criterion release on Blu as well. Thinking about all this makes me think about my few brief encounters with Soderbergh through the years one of which was a brief conversation with him at CNN when he was promoting KAFKA but it hasn’t happened anywhere since standing in the popcorn line behind him at the Chinese on opening weekend of THE DEPARTED. All this is in the past, of course. If I ever meet him again, I have a couple of very geeky OCEAN’S questions about those films which I hope he would have the good humor to answer. As of this writing, he’s had two films released in 2025, the horror film PRESENCE (I’ll see it, I swear) and BLACK BAG (minor and enjoyable) with another in the can still to come. As for THE UNDERNEATH, returning to the film again now reminds me of back then, it reminds me of the mistakes I made, it reminds me of the mistakes I could make. But if it’s up to me then I’ll just choose not to live in the sort of noir film that will just lead to more wrong choices. It’s still possible. It’s always possible to change things if you feel that strongly about the direction you’re heading in. Even if you’ve made a film that I’ll be willing to defend as much as THE UNDERNEATH.
