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Things Don’t Line Up Very Often: The Magic of ‘Out of Sight’

For much of the ’90s, it seemed like Steven Soderbergh—once Hollywood’s hot new director—was deliberately making movies with limited buy-ins. Then came along George Clooney, Jennifer Lopez, and an Elmore Leonard novel about a suave but unlucky thief.

Getty Images/Universal/Ringer illustration

2020’s summer blockbuster season has been put on hold because of the pandemic, but that doesn’t mean we can’t celebrate the movies from the past that we flocked out of the sun and into air conditioning for. Welcome to The Ringer’s Return to Summer Blockbuster Season, where we’ll feature different summer classics each week.


In 1996, Steven Soderbergh directed two movies: the Spalding Gray concert film Gray’s Anatomy, about the celebrated monologist’s struggles with a rare eye disease, and the avant-garde comedy Schizopolis, starring Soderbergh in a bizarre dual role as an administrator in a Scientology-style cult and a suburban dentist, both of whom are romantically involved with a woman played by the filmmaker’s ex-wife, Betsy Brantley.

Gray’s Anatomy and Schizopolis are odd, compelling movies riddled with stylistic tics that pivot on unpredictable turns of phrase and behavior. They’re the work of a director who’s willing—and seemingly determined—to pull audiences out of their comfort zones.

Such stubbornness is admirable, especially considering that his 1989 film Sex, Lies, and Videotape was heralded as a paradigm shift in the style and economics of American independent cinema. It was a Palme d’Or–winning debut that became the template for low-budget auteurs making incursions against Hollywood. For a guy who’d been tagged as Hollywood’s new It Director, experimental gestures like Schizopolis or his 1991 quasi-biopic Kafka were akin to a kind of self-destructive individualism. It was as if Soderbergh was so worried about selling out that he was deliberately seeking out projects with a limited buy-in.

Out of Sight is a movie about a talented but frustrated criminal working patiently toward one big score; even if it wasn’t necessarily intended as a piece of artistic self-portraiture, there’s a nice alignment between its protagonist’s desire to get rich and Soderbergh’s attempt at some kind of crossover. A slick, studio-backed adaptation of an Elmore Leonard novel packaged around a star turn by George Clooney, Out of Sight was a palpably commercial property. Circa 1998, it seemed like the kind of movie that’d be directed by a stylish pro like Barry Sonnenfeld, who scored a hit with the clever Leonard adaptation Get Shorty in 1995; or Soderbergh’s It Director successor Quentin Tarantino, who reworked the author’s Rum Punch into the semi-faithful, fully terrific Jackie Brown in 1997. “I had to audition [for Out of Sight],” Soderbergh told LA Weekly in 1998.

In fact, Sonnenfeld was actually attached to Out of Sight, but dropped out to helm Men in Black, opening up an opportunity for Soderbergh, who had to be talked into it by ace producer Casey Silver. “These things aren’t going to line up very often,” the hitmaker told the director. “You should pay attention.”

It’s odd to recall a time when Soderbergh and Clooney were first-time collaborators instead of victory-lapping pros, tossing off Ocean’s sequels every few years for quick infusions of cash in between more idiosyncratic projects like Solaris or The Good German. In retrospect, Out of Sight was not only ground zero for their professional partnership, but the launching pad they both needed. Soderbergh had signed on to try to free himself from his own private art-house prison, and Clooney was gamely trying to live down the latex nipples and wooden dialogue of Batman & Robin, a movie whose healthy box office take couldn’t pay off the credibility debt that went along with it.

What Clooney needed at this early, pivotal point in his career was a role tailored to his slightly old-fashioned movie star skill set that also had space to play around. From the first shots of the actor storming out of an office building in a slightly rumpled, beautifully baggy suit, it was obvious that Out of Sight was a good fit. It wasn’t so much that Soderbergh holstered his experimentalism on his big-budget job for hire as that he parceled it out smartly and economically, the directorial equivalent of slow playing a winning hand. The unexpected freeze-frame in the opening of the movie that transforms Clooney’s Jack Foley into an angular tableaux mid-tantrum anticipates the dextrous ways Out of Time plays with time, space and the pleasures of spectatorship, but it’s also just a nifty little bit of technique—a hint of skill.

Out of Sight was edited by Anne V. Coates, the wizardly Brit responsible for one of the most famous match cuts in film history in Lawrence of Arabia, as well as for wrangling David Lynch’s surrealist sensibility into an Oscar-friendly presentation in The Elephant Man. Coates excelled in using cuts as punctuation, whether as exclamation marks—sudden, jarring shifts in time and place—or gentle ellipses, leaving little curlicues on the ends of scenes and making the viewer pay attention in between the plot points.

The opening set piece of Out of Sight is as precise as it gets. Jack shakes down a flustered teller through a mix of soft-voiced flirtation (“First time being robbed?”) and threatening subtext; the editing ping-pongs calmly between perspectives in a way that suggests our hero (antihero?) has eyes in the back of his head even as he’s mesmerizing his prey. But when he gets into his car in the parking lot and the engine stalls, the cutting speeds up, humorously synced to Jack’s escalating panic while he remains stuck in place.

For Out of Sight to work, both things have to be true: Jack needs to be a virtuoso crook, and also a bit prone to bad decisions and worse luck. It’s this mix of suavity and vulnerability that makes him irresistible, to us and also to Jennifer Lopez’s Karen Sisco, who enters the film as an apparent plot device—a sleek federal marshal who gets taken hostage during a chaotic Florida prison break. She ends up as its true protagonist and moral center, one of the most appealing, resourceful, and psychologically complex heroines of any American movie made in the 1990s. The idea that such a capable, ambitious professional woman would be attracted to charismatic fuckups—including Michael Keaton’s sleazy ATF agent, who shows up for one scene as her sort-of boyfriend—is carried over from the novel, but Lopez makes it work through a mix of helplessness and guile. She’s not exactly happy that she’s into bad boys, but she’s not unhappy about it either, and her turned-on reluctance bounces off of Clooney’s all-out infatuation in a way that makes Out of Sight genuinely sexy—not as an afterthought to its heist-movie twists, but in perfect harmony.

Most mainstream movies are lucky to have even one scene that shows off credible chemistry between its leads: Out of Sight has a bunch, including two all-timers, both of which are styled simultaneously as showcases for its stars as well as for Soderbergh’s directorial brilliance. When Karen gets kidnapped by Jack and his buddy Buddy (Ving Rhames)—“Is that his given name?” “It’s the name I gave him, yes”—she’s thrown into a car trunk, where Jack joins her; in addition to being a prisoner, she’s also the little spoon. As meet-cutes go, it’s pretty retrograde stuff, except that the hot orange lighting and superb audio design filter claustrophobia and danger through an intimate romanticism: For five minutes, Jack and Karen are the only two people in the world. Because the script doesn’t sell Karen out by having her turn into Patty Hearst, her character gets to keep her edge; the fact that she ends up dreaming about Jack in a fantasy scene bathed in deep red displays a rare and refreshing interest in her desires.

Even more famous, and instantly iconic, is a sequence designed in homage to Nicolas Roeg’s Don’t Look Now, which famously intercut between Donald Sutherland and Julie Christie in bed and getting dressed to go out afterward. Here, Soderbergh and Coates return to the freeze-frame motif from the film’s opening moments: Even as the pair’s fooling around gains momentum, things occasionally get paused. In Sex, Lies, and Videotape, Soderbergh had played games with cinematic sensuality, but in a cold, clinical way—with the same detached gaze as James Spader’s camera-wielding confidence man. Now, armed with two impossibly gorgeous movie stars willing to strip down, he took his place next to Roeg in the sex-scene hall of fame. It’s the Jack-Karen stuff that truly elevates Out of Sight, and that includes the bittersweet, literally wounding resolution of their romance, a swift, vivid illustration of the idea that love hurts.

If you compare Soderbergh’s evocation of Leonard’s punchy, tough-guy milieu with Tarantino’s in Jackie Brown—an inevitable contrast considering the presence of actors like Clooney and Rhames, who’d both already worked with QT—he comes up a bit short. Not in terms of filmmaking talent, but investment in all that profane, bullet-riddled misanthropy. Of all the A-list Hollywood directors, Soderbergh may be the least interested in the macho posturing that comes with crime movies. He almost always gives such material a tonal or satirical spin, as in Haywire or the Magic Mike movies. But Out of Sight isn’t subversive, exactly: It’s cozy and fun, and because so much of it feels effortless, it also gives the impression in the homestretch of a movie on cruise control—more mechanical than inspired, with outbursts of slapstick violence more derivative of Tarantino and Paul Thomas Anderson than necessarily in their league.

There is some wonderfully funny shtick in Out of Sight’s flashbacks in prison, a lot of it courtesy of Don Cheadle as a former middleweight contender putting the squeeze on an incarcerated corporate big shot (Albert Brooks). Soderbergh’s skill in wrangling comedy out of a top-heavy ensemble would come back in a big way in Ocean’s Eleven, which feels in some ways like an evolutionary version of Out of Sight, with Clooney revising the Jack Foley persona to go from lovable loser to big-time winner. It’s debatable whether Soderbergh went on to make better movies after Out of Sight, but his freedom as a filmmaker—and the principled versatility of his directorial choices—probably wouldn’t have been possible without it.

In the film’s final scene, Jack is in cuffs, but he’s contemplating an escape that seems more oddly plausible by the second—it’s the right ending for a film that resonates with an exhilarating sense of liberty.