"Out of Sight," a sly, sexy, vastly entertaining film version of Elmore Leonard's playful crime novel, repre-sents director Steven Soderbergh's most ambitious and most accomplished work to date. This reflexively witty crime caper boasts the sort of bright, snappy dialogue that's rarely heard in a mainstream picture.

“Out of Sight,” a sly, sexy, vastly entertaining film version of Elmore Leonard’s playful crime novel, represents director Steven Soderbergh’s most ambitious and most accomplished work to date. Brimming with a dozen offbeat characters, this reflexively witty crime caper boasts the sort of bright, snappy dialogue that’s rarely heard in a mainstream picture. In the leading roles, George Clooney and Jennifer Lopez create a blissful chemistry that will make viewers root for their flawed characters and eccentric romance. Pic should do reasonably well at the B.O., though its complex structure, subtle humor and deliberate pacing — all contributing factors to the overall artistic impact — will prevent it from matching the success of “Get Shorty,” whose director, Barry Sonnenfeld, exec produced this one.

Soderbergh, who became poster child for the new American independent cinema with “sex, lies, & videotape,” stumbled through a decade of small, idiosyncratic films, searching for the right material to bring out his unquestionable talent. “Out of Sight” reveals Soderbergh in peak form, as he endows Leonard’s postmodern yarn with a meticulously detailed mise en scene that helps each member of his terrific ensemble soar.

Inevitable comparisons will be made to “Get Shorty” and “Jackie Brown,” the most recent screen versions of Leonard’s books, each of them worthy, albeit for different reasons. Soderbergh’s film lacks the more facile commercial appeal of “Get Shorty,” which, after all, spoofed Hollywood. But in many respects, it’s more satisfying and faithful to Leonard’s spirit than “Jackie Brown.” Arguably, the most involving and charming aspect of “Out of Sight” is its bizarre but enchanting central romantic affair, the parallel of which in “Jackie Brown” was only tentatively suggested.

First reel introduces the colorful gallery of characters, beginning with Jack Foley (Clooney), an ex-con about to perform yet another bank robbery. All goes smoothly until Foley reaches his car and a dead battery leads to his imprisonment in Florida. Incarcerated in the medium-security facility, Foley observes carefully the guards and cultivates the inmates, including Chino (Luis Guzman), Chino’s lover and some others who plan to escape.

The next, masterfully orchestrated sequence depicts a prison break that goes disastrously and hilariously awry. It just happens that deputy federal marshal Karen Sisco (Lopez) is on the premises while the action occurs. Foley’s pal, Buddy Bragg (Ving Rhames), who’s waiting in the getaway car, prevents Sisco from using her gun, and Foley manages to escape safely, while some of the other inmates get killed.

Standing on opposite sides of the law, the mismatched Foley and Sisco begin their courtship in the tight space of a car’s trunk, where they share their values — and love for movies. It soon becomes obvious that their paths will crisscross and fates intertwine. Intrigued by his insouciant behavior, the seemingly by-the-book Sisco is determined to bring Foley to justice. For his part, Foley, who has served half his 40 years behind bars, is equally determined to avoid further imprisonment at all costs.

Through an intricate format of flashbacks, which enrich the tale but may prove too demanding for mainstream viewers, the other protagonists are introduced. Back in Lompoc prison, Foley met the none-too-bright Glenn Michaels (Steve Zahn), the dangerously violent Maurice “Snoopy” Miller (Don Cheadle) and Wall Street billionaire Richard Ripley (Albert Brooks, doing a credible Michael Milken impersonation), who served a term for insider trading and failed to keep his mouth shut about his wealth.

Deliciously staged chief action involves breaking into Ripley’s lush Detroit estate, where he hides a stash of uncut diamonds. Miller, his high-strung brother-in-law, Kenneth (Isaiah Washington) and his brawny but dimwit-ted bodyguard, White Boy Rob (Keith Loneker), are searching for a hidden safe while torturing Ripley’s housekeeper (Nancy Allen). At the same time, Foley and Bragg shrewdly outmaneuver them.

The densely rich yarn is more character- than plot-driven, and there is not a single superfluous or undeveloped character. Major subplots involve a tender relationship between Sisco and her father (Dennis Farina), a semi-retired private investigator who’s worried about his daughter’s bad choice of men, as well as Adele (Catherine Keener), Foley’s still loving ex-wife.

Scripter Scott Frank, who also adapted “Get Shorty,” and Soderbergh understand that Leonard’s forte lies in his sharp, nonjudgmental characterizations and authentic lingo of lowlifes who are nonetheless immensely appealing. With apparent ease and subtle humor, they’ve made a film of many priceless scenes. Among the highlights is a romantic interlude in which various men come on to Sisco while she’s having a drink at a hotel until the real item, the gentlemanly Foley, arrives, and a scene in which Sisco’s father scares off Ray (an uncredited Michael Keaton, reappearing in his “Jackie Brown” FBI getup), her adulterous beau. The denouement, which features an uncredited appearance by Samuel L. Jackson, is dramatically and emotionally gratifying in a way that “Jackie Brown’s” was not.

Not since “Boogie Nights” has a Hollywood movie had so many characters and seemed so perfectly cast. Clooney finally comes to his own as the debonair bank robber, a role that combines his good looks and easygoing, laid-back charm. But the real revelation here is the versatile and gifted Lopez, who manages to be sexy, bright and tough-talking all at the same time; her poise and boundless energy make her a natural as a major Hollywood action heroine.

Also reaching particularly high notes are Rhames as the cool yet conscientious pal whose most significant other is his religious sister; Zahn as the endlessly talkative pal; and Cheadle as the shrewd con man and former boxer.

Tech credits are roundly impressive, with Elliot Davis’ stylish, but not ostentatious, camera effortlessly cover-ing action in Florida, Louisiana and Michigan, and production and costume design by Gary Frutkoff and Betsy Heimann, respectively, making vibrant contributions. Special kudos to veteran Anne V. Coates, whose masterful cutting accentuates pic’s droll, offbeat tempo.

Out of Sight

Production

A Universal Pictures release of a Jersey Films production. Produced by Danny DeVito, Michael Shamberg, Stacy Sher. Executive producers, Barry Sonnenfeld, John Hardy. Directed by Steven Soderbergh. Screenplay, Scott Frank, based on the novel by Elmore Leonard.

Crew

Camera (Deluxe color), Elliot Davis; editor, Anne V. Coates; music, David Holmes; production designer, Gary Frutkoff; art director, Phil Messina; set decorator, Maggie Martin; costume designer, Betsy Heimann; sound (Dolby/SDDS), Paul Ledford; special effects, Lynn-Wenger Prods.; assistant director, Gregory Jacobs; casting, Francine Maisler. Reviewed at Beverly Connection, L.A., June 18, 1998. MPAA Rating: R. Running time: 122 MIN.

With

Jack Foley - George Clooney Karen Sisco - Jennifer Lopez Buddy Bragg - Ving Rhames Maurice (Snoopy) Miller - Don Cheadle Marshall Sisco - Dennis Farina Richard Ripley - Albert Brooks Glenn Michaels - Steve Zahn Chino - Luis Guzman Adele - Catherine Keener Kenneth - Isaiah Washington White Boy Bob - Keith Loneker Midge - Nancy Allen
With: Michael Keaton, Samuel L. Jackson.

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