Director Steven Soderbergh has made his share of good and bad movies. "Erin Brockovich," "The Limey," "Traffic," and "Sex, Lies and Videotape" qualify as classics. On the other hand, the popular "Ocean's" trilogy, "Full Frontal," and "The Informant" lay at the bottom of the scrap heap. Mind you, Soderbergh has made several in-between movies that are neither memorable nor excruciating. The sci-fi saga "Solaris," the Elmore Leonard crime thriller "Out of Sight," and the surreal European art flick "Kafka" are his in-between movies. Essentially, they are above-average but flawed. The same can be said for "The Underneath." The most palpable theme in "The Underneath" is taking responsibility for one's actions, something that the protagonist has a problem with in his relationship with his family, his girlfriend and chief villain. Ultimately, Soderbergh draws us into the story with his surreal staging of the action so that "The Underneath" resembles an art movie.

This remake of director Curt Siodmak's "Criss-Cross" (1949) with Burt Lancaster, Yvonne De Carlo, Dan Duryea, and Stephen McNally comes up short of several accounts. First, "The Underneath" lacks the star wattage of the 1949 original. Second, Soderbergh doesn't handle the film noir half as well as Siodmak did. In "Criss-Cross," we knew all the characters were doomed, but they were sympathetic. In "The Underneath," the Peter Gallagher protagonist is not only unsympathetic but he also lacks credibility as a character. Alison Elliot doesn't even begin to scratch the surface of what Yvonne De Carlo conjured up with her character, and William Fichtner cannot hold a candle to slimy Dan Duryea. Scenarist Sam Lowry (a.k.a. Soderbergh himself) and Daniel Fuchs have changed several things, but they remain largely faithful to the original, except that the Stephen McNally cop who was the hero's friend has been turned into the hero's brother with a gay subtext. Rather than striving to save his brother from himself, the hero's brother wants to do everything that he can to bring down the hero. Nevertheless, "The Underneath" still amounts to an above-average opus, with a neat twist of an ending that salvages this muddled but entertaining heist picture.

Peter Gallagher plays never-do-well Michael Chambers. He has come back to his hometown, Austin, Texas, that he left an unspecified number of years ago. At one point, he says that he worked in the oil field. Principally, Michael left town because he owed too many gambler debts. Eventually, Michael squares himself with the people that he owed money to and he returns to find that his girlfriend Rachel (sexy Alison Elliot of "The Spitfire Grill") has taken up with a night club owner and small-time hoodlum, William Fichtner of "Armageddon") who is green-eyed with jealousy about Rachel and Michael. Meantime, Michael has come home ostensibly to attend his mother's wedding. Mrs. Chambers (Anjanette Comer of "Rabbit, Run) is scheduled to wed Ed Dutton (Paul Dooley of "Death Wish") and Michael's brother David Chambers (a mustached Adam Trese of "Laws of Gravity") hates his brother because he is selfish. Moreover, he doesn't like the idea that Michael is decked out in one of his dead father's outfits for the wedding. Rachel isn't exactly overwhelmed to see Michael, too. She hated the way that he disappeared and everybody went to her looking for answers. Initially, Michael doesn't plan to stick around long, but his new stepfather arranges for him to interview for a job at an armored car business where he works. The owner of the armored car company, Clay Hinkle (Joe Don Baker of "Walking Tall"),likes Michael and hires him.

Michael is taken by surprise after he goes to work for the armored car company when Rachel vanishes and returns with a ring on her finger and Tommy Dundee as her new husband. Dundee is a volatile sort of fellow and he doesn't like it that Rachel is hanging around Michael. Michael makes Tommy an offer that Tommy cannot refuse. They are going to knock over an armored car and Michael plans to be at the wheel when this happens. Tommy makes arrangements for an unknown, mysterious figure to provide the men. This source demands 20 per cent of the haul, but Michael informs Tommy that he will receive his share and the others can fight over the rest. Whereas the raid on the armored car in "Criss-Cross" occurred in broad daylight in a parking lot, Soderbergh and his writer orchestrate the action in a basement in the bank. During the hold-up, Michael is wounded but he thwarts the villain. Basically, after he gave a van load of hoodlums the access code to enter the underground facility, Michael runs into Susan (Elizabeth Shue of "Adventures in Babysitting) in the basement as the crime is about to take place and shoots it out with a group of thugs who rode a white van into the basement. Michael is wounded terribly, but he manages to survive. Moreover, the owner of the company praises him as a hero and plans to put a story about his exploits into the company's magazine.

Soderbergh cuts back and forth between the past—Michael as a gambler with a beard, the present—Michael as a security guard for the armored car company. The hospital scene exemplifies Soderbergh's knack of artsy cinema. Further, Soderbergh doesn't develop the atmosphere of the setting here as interestingly as Siodmak did in the original. Initially, everybody talks to Michael, but we cannot see Michael until later. Soderbergh has altered the film noir heritage of "The Underneath" so that fate doesn't destroy basically misguided people. Peter Gallagher is good as Michael, but he is no Burt Lancaster. At one point, another character—his wholly suspicious and unlikeable brother-- compares Michael to a woman because he has tried to skate through life with other people doing the work for him. The predictable part of the movie is the heist itself and the moral is clear: crime does not play.

"The Underneath" is more provocative than good.

Steven Soderbergh always has interesting things to say about small Texas towns and the film The Underneath is one of his more interesting and articulate. Peter Gallagher stars as Michael Chambers, a gambler who returns to his small rural town for his mother's nuptials. While in town he tries to reignite an old flame with his ex-girlfriend, Rachel, but this leads to more problems than she's worth. Michael finds himself in a dangerous situation when Rachel's fiancée, Tommy, played by the hugely underrated William Fichtner, finds out about Michael. The Underneath has all of that 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.

A recovering gambling addict (Peter Gallagher) attempts to reconcile with his family and friends but finds trouble and temptation when caught between feelings for his ex-wife and her dangerous hoodlum boyfriend.

I have seen the original movie ("Criss Cross") and rather enjoyed it. Possibly, this film is even better. I find that hard to say, because you really can't beat the classic noir, but Peter Gallagher is a powerful lead. The Soderbergh script is a little odd in the dialogue department, but at last he doesn't go full David Mamet. (Not to knock Mamet, it's just not very natural.) There are intriguing twists and turns here, and no one is purely good or evil. That, really, is what makes for the best noir -- the cast of seedy characters who can never be trusted, even if we (the audience) want to love them.