hit on Allison Elliott in the club and is rebuffed, and David Jensen Elmo Oxygen as the satellite dish installer. "Just don't stand in front of it." And Joe Chrest -- so memorable as Ben the bellhop in "King of the Hill" -- is great as the mysterious Mr. Rodman.

occasion of his mother's second wedding and attempts to reunite with an old girlfriend. He becomes involved in a love triangle, then a crime, to help rescue his old girlfriend from a seemingly bad new marriage. The film is about a present day armored truck robbery and told entirely in flashback: all the people and circumstances that lead up to it. Daniel Fuchs and director Soderbough, under the ghost writer name Sam Lowry , wrote the screenplay to the film. It's a well observed, insightful character and relationship study, of people mixing together in bad circumstances and the inevitable and inescapable outcome that results.This is very much a director and writers film. Both are very good. Director Soderbergh, "Sex, Lies and Videotape", 1989, is well in command most of the time, effectively setting up and executing scenes of mood and uncertainty. Creative cinematography, involving unusual camera angles, framing and color are frequently used in the film, for a film noir mystery look.The sequence in the hospital near the end is especially effective, creating a sense of fear, worry, uncertainty and dread. The most interesting and engaging aspect of the film is, the audience is never certain who can be trusted and for how long, in this complex web of human desire and fear.I haven't seen this film since it was first released theatrically in 1995. My favorable impression still holds after a long delayed second viewing.

trickery altogether, and allows the beautiful plot mechanics to foreground themselves..Soderbergh, confusingly, has been called an extreme formalist and a realist. Like Chabrol, he is both. This film is exquisitely stylish, but the style is anchored in character. The overlapping editing, the drenching of key scenes in dusky blue or green very Sirk , the meaningful camera angles and movements, the distanced compositions alternating with privileged close-ups, are all beautiful in themselves, but also relate to the characters, the emotional lava bubbling under their impassive exteriors, their terror of repeating crippling past mistakes, their sense of paralysis, humiliation, wild desire; their increasing awareness of entrapment and betrayal; the underneath.The final third of UNDERNEATH, especially the hospital sequence, is as good as 90s cinema got, and is an expert fusion of style and emotion, an encapsulation of all the film's themes, about appearance and reality, the need for, and the failure of, communication. Peter Gallagher comes into his own here, wiped off the screen, his charm and good looks obliterated, as if beginning yet again; but the past, as it invariably does throughout the film and this is the real meaning of the time-switching , comes back to haunt him.The film is a remake of a classic Siodmak film noir, and despite its plausible modernity, is faithful to the genre, essaying the decline of a passive young man, who leaves his fortunes literally to chance. Chambers just drifts through the film - any action he takes is negative and evasive, and he ends it crippled, vulnerable, prone, abandoned. The nominal femme fatale, though, is anything but. Soderbergh's analysis of relationships is always uncomfortably piercing, and he shows relationships destroyed, even at their seeming strongest, by solipsism. After the mental and physical abuse she has suffered throughout and before the film, we cannot begrudge Rachel her final duplicity.Like THE LIMEY, though, and most of Soderbergh's films, UNDERNEATH's realism is questioned throughout. On at least three crucial occasions, we find Gallagher asleep, and we must ask how much of the paranoia-soaked plot is dreamed, feared, remembered, fantasised by him; the ultimate loss of masculine control his gambling is only a symptom of.Of late, Soderbergh has become a great director of the American outdoors, but this film, set largely indoors, partakes of SEX, LIES AND VIDEOTAPE's claustrophobia. This is in keeping with one of Soderbergh's main themes, the family, its potential as source of support in an alienating world, its reality as a metonym for corruption and betrayal. The family relationships in this film are marked by rupture, corruption, abuse, neglect. The one hopeful couple, Chambers' mother and his new boss, inspire such negative, humiliating Oedipal feelings, it's no wonder Chambers might dream of having him bumped off. The frightening, enigmatic self-cancelling? final twist only compounds his irrelevance.

familiar indie Soderbergh feel that is complete with suspense, mystery, ambiguity, and characters whose personal issues go far and beyond what the normal person living the normal life is used to.The Underneath is a slow moving film that starts out seeming fairly pointless at first. But as it develops it grows more and more interesting. The noir-ish atmosphere combined with Soderbergh's tense cinematic style keeps this film quietly engaging. For a while it feels like a film that doesn't have much purpose and seems to be pretty straightforward. The first half of the film follows Michael as he tries to rebuild his relationships with all the people he abandoned years ago when he lost a substantial amount of money while betting. He tries to rekindle his love with Rachel, tries to make his mother happy with him again, and tries to keep his brother from hating him. The first half of the film holds no surprises but raises interesting questions and keeps you around waiting for more.Then comes the second half of The Underneath where things really kick off and it shapes into the film that it had set out to be from the opening suspenseful tone. The mystery builds and we become innately fascinated by what is going on. The plot twists and turns right up to the very last shot which throws the entire story for a loop. It's great filmmaking and excellently engaging storytelling on an intriguingly small scale. There's nothing flashy about The Underneath, but that's what one should expect from Soderbergh.I wouldn't say that this is a film for everybody, but fans of Soderbergh would be foolish not to check it out. It's a film with a great story, a compelling atmosphere, an consistently suspenseful tone, a good script, and decent acting. I don't know that there's much more that I could want from this fine little film.