Steven Soderbergh's moody, puzzle-box take on Don Tracy's 1934 novel Criss-Cross (previously made into a stylish noir with Burt Lancaster) arrived at a pivotal moment in his career. His post-Sex, Lies and Videotape output wasn't drumming up much business. The Underneath, another box office underperformer, marked the end of the first phase of his career. Afterward, he would work in a more experimental register before taking on Hollywood blockbusters, like Erin Brockovich, that would allow him to reinvent himself as a power player. For his fourth film, he turned to Peter Gallagher, who starred in his 1989 debut, and Alison Elliot (The Spitfire Grill), rising stars convincingly cast against type as antihero and femme fatale respectively. After abandoning Rachel, an aspiring actress, to escape a crushing gambling debt, Michael returns to Austin, Texas to find her mixed up with hotheaded club owner Tommy Dundee (William Fichter in gonzo mode). There's no heat between Rachel and Tommy, but she likes his money. Ostensibly in town for his widowed mother's wedding to "good guy" Ed (Paul Dooley, Sixteen Candles), Michael lays down roots in a bid to recapture what he lost, even going so far as to rent his former house.
From the start, Soderbergh signals the trouble to come by shuffling the timeline and playing with colored filters. Flashbacks confirm Michael and Rachel's chemistry—and that his gambling addiction always came first. Once Ed helps secure him a gig as fellow guard for an armored car company, Michael hatches a plan to win Rachel back by bringing Tommy in on a heist. To aid in the process, he befriends a smitten bank teller (Elisabeth Shue, Leaving Las Vegas), but in best noir fashion: nothing goes according to plan. On the contrary, one person ends up in the hospital—another ends up dead. Things take a turn for the surreal once Michael finds himself in traction. Taking a page from the James Wong Howe playbook, cinematographer Elliot Davis shoots everything from his bleary, sharply-angled view: his boss (Joe Don Baker) calling him a hero, a nurse trying to keep him calm (a very good Shelley Duvall in one of her last screen roles), and a strange man who won't leave the chair just outside his room.
After a slow and steady buildup, Soderbergh saves the genre-specific blood, guns, and double crosses for the final minutes before ending on a grimly humorous note. If The Underneath isn't completely successful, it's better than its reputation suggests, not least because it doesn't look or feel like most noirs. In his commentary track, critic Peter Tonguette makes a solid case for a film previously hidden away as an extra feature on the Criterion Collection's King of the Hill release. Though the director has claimed it as his worst film, it's more accomplished than his micro-budget oddities, like Unsane. At the very least, it plays like a dry run for Out of Sight, the sunlit-noir for which Soderbergh got all of the elements just right. Recommended.