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The Underneath
The Underneath
Actors: Peter Gallagher, Elisabeth Shue, Alison Elliott, William Fichtner, Adam Trese
Director: Steven Soderbergh
Genres: Indie & Art House, Drama, Mystery & Suspense
R     1998     1hr 39min

Whereas most movie remakes are straightforward updates of older (and usually better) movies, this 1994 crime drama tries to revitalize an old story with a few tricks of its own. Using the 1949 film noir thriller Criss Cros...  more »


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Movie Details

Actors: Peter Gallagher, Elisabeth Shue, Alison Elliott, William Fichtner, Adam Trese
Director: Steven Soderbergh
Creators: John Hardy, Joshua Donen, Lionel Wigram, William Reid, Daniel Fuchs, Don Tracy
Genres: Indie & Art House, Drama, Mystery & Suspense
Sub-Genres: Indie & Art House, Drama, Mystery & Suspense
Studio: Universal Studios
Format: DVD - Color,Widescreen,Letterboxed - Closed-captioned
DVD Release Date: 11/17/1998
Original Release Date: 04/28/1995
Theatrical Release Date: 04/28/1995
Release Year: 1998
Run Time: 1hr 39min
Screens: Color,Widescreen,Letterboxed
Number of Discs: 1
SwapaDVD Credits: 1
Total Copies: 0
Members Wishing: 0
MPAA Rating: R (Restricted)
Languages: English
Subtitles: English, Spanish, French

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Movie Reviews

An Underrated Early Soderbergh Film | Venice, CA United States | 03/16/2005
(4 out of 5 stars)

"I watched "Underneath" again last evening. What a great, truly underrated film.

Michael Chambers (Peter Gallagher) is the black sheep of his family. He returns home to Austin, Texas, for his mother's wedding to her boyfriend, Ed Dutton (Paul Dooley). Ed is a driver for an armored car service and thinks that his boss, Clay (Joe Don Baker) might just have a job for him. Michael immediately runs into his old girlfriend, Rachel (Allison Elliot). Rachel has hooked up with a bar owner, Tommy Dundee (William Fichtner). The old attraction between Michael and Rachel builds to an inferno, but she marries Tommy, complicating things. Nonetheless, they continue to meet and are quickly found out by Tommy. Michael hatches a plan.

"Underneath" was directed by Steven Soderbergh and was virtually ignored by American filmmakers. In fact, most of Soderbergh's films after his debut, "sex, lies and videotape", until the more recent "Erin Brockovich:, have been financial failures. Why is this? During this time, Soderbergh created three truly wonderful films. He followed "sex, lies" with "Kafka", a mixed bag. Then he directed "King Of The Hill", an amazing film about a young boy during the Depression. This is a truly great film that you have not seen. You should. It is impossible to write about the film and do it any justice. He followed "King" with "Underneath", a homage to film noir. More on that in a moment. Two more films and then he directed "Out of Sight" starring George Clooney and Jennifer Lopez. This film contains one of the sexiest performances from a couple to grace a film in a long time. I think the main reason this film did not enjoy more success can be contributed to the "cubist filmmaking" Soderbergh employs in the film. He mixes segments from different timelines, starting scenes before others are completed. This actually creates a great, very enjoyable caper film based on an Elmore Leonard novel. "The Limey" followed "Out of Sight". "The Limey" stars Terence Stamp in an electrifying performance. A tribute to the hard boiled crime films of the 60s and early 70s, the film didn't find a large audience, again, I think because audiences were not ready for the cubist filmmaking. Soderbergh toned things down a bit for "Erin Brockovich", creating his most successful film to date. He provided Julia Roberts with the role that may well earn her an Academy Award in March. It is a great film told in a more linear, straight forward style. I have very high hopes for his next film, "Traffic", starring Michael Douglas and Catherine Zeta- Jones, and the upcoming "Oceans 11", a remake starring a plethora of Hollywood stars.

"Underneath" tells a very familiar story, particularly if you are familiar with Film Noir. Film Noir is a style of film that enjoyed popularity in the 40s and early 50s, distinguished by black and white film, use of dark shadows and a story that usually featured a former convict trying to go straight with some difficulty. "Underneath" is a film shot in color, but where most Noir films used black and white to great advantage, Soderbergh creates his own form of Noir with color. The entire film is marked with primary color hues that serves the same purpose as dark shadows, shadows of venetian blinds, etc. Many scenes are washed in a green hue, which is actually very natural. These scenes seem to indicate a form of conflict or danger. Other scenes are washed in blue, creating a form of warning. It is a truly remarkable pallet that helps the filmmaker create a world all his own.

The DVD that I saw has virtually no extras, not even a commentary by Soderbergh. What it does have is an absolutely essential demonstration of the differences between `pan and scan' and `letterbox'. Most films you watch on video are in the pan and scan format, to fill your entire television screen. However, to fit a rectangular silver screen image to a square television, they have to cut out a significant portion of the image. They show a stunning sequence from the film in both formats. The letterboxed image retains the visual impact of the scene, while the pan and scan merely looks like every other film you have ever scene.

Another element of a lot of Film Noir is the use of various visual techniques to demonstrate various elements of the story. In "Shadow of A Doubt", there is a confrontation between Charlie and her Uncle on a porch. Hitchcock uses shadows from the porch light to indicate the good and bad state of each character. In "Underneath", Soderbergh creates a very similar visual dynamic. There is an early scene, upon Michael's return home. He is eating a meal with his mom, Ed and his brother, David. David is a cop that knows what his brother is like and doesn't trust him. He is also jealous that their mom clearly seems to adore Michael, even though David is the better, more reliable son. Ed is too new to the family to have an opinion. As the conversation progresses, each shot shows Michael and the person he is talking to. Each person is shown from the front, but Michael's framing depends on his relationship with them. His face is turned away from his brother's, towards his mother's and side to side with Ed's. It is a very effective visual tool that Soderbergh uses again.

The first two acts of "Underneath" actually tell three stories in a shifting timeline. Michael returns home, Michael's job at the armored car company and the events leading up to Michael leaving town are all depicted at various points, to illustrate the story leading to the third act.

Again, "Underneath" is a very underrated film, worthy of your rental dollars. I would also suggest that you try out "King of the Hill" and "The Limey".

A Suspenseful, Moody New Noir - Good Flick But Underrated!
Jana L. Perskie | New York, NY USA | 07/21/2004
(4 out of 5 stars)

""The Underneath" is new noir, with a moody feel, that has been relatively underrated. I think it is a hidden gem. Steven Soderbergh wrote and directed this 1995 thriller based on the novel by Don Tracy and the 1949 film "Criss Cross." I actually like Soderbergh's version more, which is unusual. I ordinarily go for the original. The focus here is more on the characters and their development than on the action. The use of flashbacks within flashbacks is very effective, which is fortunate because that's how the plot unfolds. And Soderbergh has added some new, interesting twists and turns.

Michael Chambers, (Peter Gallagher), a compulsive gambler, returns to his home in Austin, Texas, after an absence of several years, for his widowed mother's wedding. Michael left town super fast, owing several bookies lots of loot, his beloved live-in girlfriend Rachel, (Alison Elliot), in the lurch, his somewhat psycho brother David, (Adam Trese), hating him, and his mother, who had always adored him and preferred him over his brother - well, still adoring him. Some incentive for brotherly love!

Mom welcomes the supposedly reformed Michael with open arms and a tear in her eye. Mom's husband-to-be is a good guy who works for an armored car company which picks up millions of dollars from banks each week. He kindly offers to help Michael get a job as an armored car driver, if he wants to stay in Austin. Michael see Rachael again and sparks fly. Rachael, however, has a new steady guy, small time gangster Tommy Dundee, (William Fichtner), who has a really evil look about him. When Tommy realizes there is a growing reattachment between his lady and the former gambler, he threatens serious violence. To cover-up the relationship, Michael proposes to work a bank heist with Tommy, which runs into all kinds of complications. My main issue with the suggestion that Michael has reformed, is that the robbery idea was just waiting there, on the tip of his tongue, to be acted on with the biggest hood in town. So, how much could he have changed?

The film has three timelines. The distant past, before Michael left Austin. He wears a beard in this time zone and we get to see him destroy his life betting on college football. In the present, he is clean shaven, and during the heist the film is shot with a green tinge, like a night vision lense.

The performances are all quite good. However, the major villain, Mr. Dundee, is right out of type casting and is pretty one-dimensional. The storyline is intriguing, suspenseful and the ending is a surprise. Overall, this is a highly entertaining film about a self-destructive guy.
Underrated classic from director soderburgh......
MATT | ARIZONA | 03/05/2006
(5 out of 5 stars)

"style over substance wins out at the end of this classic, but the performances are excellent and easily overcomes this problem. a remake of "criss cross", this is twist upon backstabbing twist until finally everbody is turning secretly against each other. mind you, it is slowmoving yet atmospheric.
it seduces you into its neon lit world and brings into one hell of a story. confusing at times since it flashbacks from past to present continously, it always manages to stay intense. alison elliott is amazing as the coldhearted, icy girlfriend. ["The Spitfire Grill" is another film starred in, also a good movie]."
The underneath: naked mistakes
John Galvin | Cincinnati,OH | 04/06/2005
(4 out of 5 stars)

"As the film opens, Michael Chambers is returning home to Austin, Texas where his widowed mother is about to remarry. He seems weary, uneasy and at a weird, guarded simmer; but, then, so does everyone else--none of whom is particularly happy to see him. As we piece together his past, we eventually learn that Michael had been a gambler, had placed bets he couldn't cover and when it came time to pay, had left town, his wife and his family. Home again, Michael tries to sit quiet and impassive about the house until a swell of memories force him to see his former wife, Rachel. He does so in the worst of all possible settings--the club owned by her boyfriend and menace-incarnate, Tommy Dundee. Tommy is immediately suspicious and instantly scary. It isn't long before he finds them in what he seems to want to be a confirmation of his suspicions, a position of deadly compromise. But Michael, in an attempt to divert Tommy's murderous desire for closure, suggests there's another and real reason for their tryst--an armored car heist. If you were watching closely in other and earlier scenes, you probably saw that possibility--but though it was surely inactionable, a mere veleity: Michael's father-in-law got him a job with an armored car company, and a girl he met on the bus ride to Austin just happens to work at bank where he inadvertently spies a vendor's number--a kind of "open sesame" as it were. It seems so naked a mistake, so obviously unfortunate a coincidence. But then that's the stuff of film noir--there's a kind of invisible gun at your back that steers you round every wrong turn. And when trouble stands in the way, you walk straight at it.--So, Michael just steers it through--affects a partnership with an obvious sociopath for whom there is, of course, no partnership and affects that partnership for the love of a woman whose love is colored by the trouble he once left her with. I won't reveal much more than that--but the heist, the aftermath and final twist place this film squarely in the tradition of classic film noir. As does the style of the film. It is told in a non-sequential suite of scenes-past, present and future-out of which the viewer gradually assembles the narrative. The use of muted color schemes and wholly monochromatic sequences are the color equivalent of the anti-traditional lighting effects characterizing the noir photographic style. It creates a closed universe in which actors and setting are given equal emphasis, and sets a dark, fatalistic mood as the setting seems forever unaffected by the fate--inevitably bad--of the principal characters."