Steven Soderbergh attempts to navigate a tense story of a criminal heist into the uncustomarily deep waters of emotional, psychological and philosophical exploration in "The Underneath," with intriguing results.

Steven Soderbergh attempts to navigate a tense story of a criminal heist into the uncustomarily deep waters of emotional, psychological and philosophical exploration in “The Underneath,” with intriguing results. A remake of the superb 1949 film noir “Criss Cross,” new entry downplays the boilerplate genre elements in favor of something akin to a meditation on personal responsibility and culpability. Director’s approach will cost the picture at the wickets, as it plays more like an art film than as a suspense melodrama, but effort will linger resonantly in the minds of those who tune into its rather rarefied wavelength.

In his last outing, “King of the Hill,” Soderbergh demonstrated an exceptional precision and density in his filmmaking that is maintained here. Unfortunately, the appeal of that Depression-era memoir didn’t extend beyond the buff arena, and the same could wind up being the case for this considered but muted meller. At many important steps along the way, from the conceptualizing and casting to the staging and emphasis on certain story elements above others, helmer has tilted this tale of trust and betrayal away from its more conventionally commercial suspense and sex angles and toward a more complexly cerebral and analytical reading.

In “Criss Cross,” ace noir director Robert Siodmak drew upon postwar unease, fantastic downtown L.A. locations and the dynamically developing screen presences of Burt Lancaster and Dan Duryea to create a simmering thriller of romantic and professional treachery. Written by Sam Lowry and Daniel Fuchs (the latter penned the “Criss Cross” script), “The Underneath” follows the basic plotline, derived from Don Tracy’s novel, quite closely.

After a considerable absence, Michael Chambers (Peter Gallagher) arrives back home in Austin, Texas, to attend the wedding of his mother (Anjanette Comer) to a nice older fellow, Ed Dutton (Paul Dooley). But his ulterior motive is to see what’s cooking with his former flame, the slinky Rachel (Alison Elliott), whom he tracks down at the Ember, a nightclub owned by Rachel’s snaky new beau, Tommy Dundee (William Fichtner).

From the outset, storytelling adroitly fragments in order to proceed along three separate chronological fronts: real time, which sees Michael and Rachel beginning to reignite their romance, despite the considerable threat posed by the volatile Tommy; flashbacks, which sketch in Michael’s reckless gambling habits and his abrupt bailout on Rachel in order to elude his debts; and the near future, which shows Michael, now an armored-truck driver, heading for a pickup in the company of his new father-in-law.

Through a succession of pointedly written exchanges and finely honed performances and scenes, the screws are expertly tightened in past, present and future, as the characters make choices in each time frame that lead them to a poisonous destiny that they all have a hand in fashioning.

The pivotal scene comes at the one-hour mark and, as in the original, has Tommy catching Rachel and Michael in a compromising private rendezvous. Threatened, Michael thinks fast and shocks even Rachel with his uncharacteristic proposal to Tommy: Using his privileged position as a driver, Michael will make possible a huge robbery to be pulled off by Tommy and his men.

Plot strands are deftly orchestrated with an eye toward constructing a thematic argument diametrically opposed to those spun by the likes of Fritz Lang and Edgar G. Ulmer in their classic noirs. Rather than being done in by an inescapable Fate, the characters here are uniformly the authors of their own destinies. Concentrating mostly on the erratic, unreliable Michael, Soderbergh stresses the weight of irresponsibility inherent in each of his protagonist’s actions.

On its most successful level, the film represents a slashing dramatic essay on the dismaying human tendency not to accept full responsibility for one’s actions.

At the same time, however, Soderbergh has curiously crimped the story’s most exploitable genre ingredients, i.e., the sex and violence, from what they were in the 1949 telling. There was absolutely no doubt about the heat between Lancaster and Yvonne De Carlo in the original, nor about Duryea’s potential for savagery. The heist itself, staged in a deliberately confusing cloud of smoke, was also a classic of chaotic mayhem.

Here, the suppression of sex, while probably meant to increase the erotic tension, actually makes it seem like a take-it-or-leave-it proposition between Michael and Rachel. Tommy, acted with acute unctuousness by Fichtner, seems more like a professional intimidator than a murderous gangster. And the robbery is a surprisingly perfunctory affair. All these strategies serve to diminish pic’s dramatic impact.

A long, expressionistic hospital scene slows the pace down considerably post-heist. The original ending, in which Lancaster and De Carlo’s characters were rubbed out for their indiscretions, has been entirely reworked.

Cast with modest names and unknowns, film is well acted from top to bottom. Gallagher covers even Michael’s most egregious deceptions and evasions with a convincing sincerity, and the impression he creates of being a decent guy maintains a rooting interest in him even as he stands six feet deep in a grave of his own making. Newcomer Elliott is aptly sexy and intriguing as the woman Michael can’t forget, and she keeps one guessing as to her true loyalties.

Adam Trese, as Michael’s tough-minded, suspicious brother, reps a marked improvement over the similar character in the original film. Elisabeth Shue is saucy as a bank employee with an itch Michael conveniently scratches, Dooley lends the new father-in-law part great decency and grit, and Joe Don Baker is down-home friendly as the armored truck company boss. Buffs will be curious about the return of ’60s ingenue Comer as Michael’s mom.

Keeping the focus intimate and tight on the characters, Soderbergh has sacrificed local atmosphere that could have emanated from the Austin setting. All the same, the visual style is intense, with Elliot Davis’ lensing giving the action a vibrant immediacy and creating artful color schemes, such as the sickly green light for the heist section that creates a sense of almost nauseating foreboding.

Also outstanding are Stan Salfas’ fastidious editing, Cliff Martinez’s melodiously moody score and the unusually crisp and clear sound work.

The Underneath

Production

A Gramercy release of a Populist Pictures production. Produced by John Hardy. Executive producers, Joshua Donen, William Reid, Lionel Wigram. Directed by Steven Soderbergh. Screenplay, Sam Lowry, Daniel Fuchs, based on the novel "Criss Cross" by Don Tracy.

Crew

Camera (DuArt color; Panavision widescreen), Elliot Davis; editor, Stan Salfas; music, Cliff Martinez; production design, Howard Cummings; art direction, John Frick; set decoration, Jeanette Scott; costume design, Karyn Wagner; sound (DTS stereo), Paul Ledford; assistant director, Gregory Jacobs; casting, Ronnie Yeskel. Reviewed at Raleigh Studios, L.A., March 11, 1995. (In Austin SXSW Film Festival.) MPAA Rating: R. Running time: 99 min.

With

Michael Chambers - Peter Gallagher Rachel - Alison Elliott Tommy Dundee - William Fichtner David Chambers - Adam Trese Clay Hinkle - Joe Don Baker Ed Dutton - Paul Dooley Susan - Elisabeth Shue Mrs. Chambers - Anjanette Comer Nurse - Shelley Duvall Mr. Rodman - Joe Chrest
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