[In the following review, James discusses Soderbergh's directing style, its impact on the performances of the cast, and the overall feeling of The Underneath.]

There is a chill about the films of Steven Soderbergh that's hard to dispel. Like Atom Egoyan, he likes to needle his characters for their ordinariness, to tease the strangeness out of banal circumstances with unnerving pauses and edgy music. This approach was perfectly in keeping with the subject matter of his breakthrough film sex, lies, and videotape with its pathological look at post-Aids suppressed-erotic love. It was less apt to his 30s period piece King of the Hill, adulterating the child protagonist's wide-eyed, trusting point-of-view with anomie. With The Underneath, however—the second film version of the Daniel Fuchs novel Criss Cross, first filmed as a classic film noir starring Burt Lancaster, Dan Duryea and Yvonne De Carlo by Robert Siodmak in 1948—Soderbergh is trying to portray a character who is plausible, but hard to fathom, a man who has come back to his home town but doesn't appear to know why. An unease between people is therefore essential to the film's mood and structure.

The Underneath opens on the day of the climactic robbery. Using a complex flashback structure, it refers back to two periods of time—the chronological events since Michael Chambers' return building up to the robbery, and scenes of Michael as he was before he left Austin: an obsessive gambler with Teflon-coated affability who, according to his psychotic cop brother David, “skated along on looks and charm just like a woman.” These flashbacks are littered with portents of fate and references to gambling: Michael's stepfather-to-be Ed Dutton says at their first meeting, “when the planets don't line up there's nothing you can do about it”; Michael's former-lover Rachel practises announcing lottery numbers for an acting audition; his fellow security guards play cards constantly; and when he visits the club, he is stamped with the legend “SUCKER.”

Luck and motivation are therefore the contrasted themes here, just as they are in the Robert Siodmak film, but Soderbergh calls the fatalism of film noir into question. Is Michael really the pawn of fate inscribed at the heart of the genre, or is he rather the inscrutable manipulator that his lovers keep telling him he is? Even his surname, Chambers, suggests more than one inner sanctum to his mind. Where Burt Lancaster in the original film is clearly lovesick, Peter Gallagher's Michael is just bewildered. He may have returned home for more than his ex-lover. Some way into the film, there is a key pairing of post-coital scenes that offers some clues. The first is in the past: “I feel like you're somewhere else,” says Rachel; “I feel like I'm in an ad for fine wine,” is his reply. In the second, Susan, his casual fling, suggests he's hooked on someone else. “Sort of,” he responds, and later adds, “There's what you want and what's good for you … they never meet.”

Rachel whom he wants and Susan who is good for him never do meet, but he seems to yearn as much for the thrill of his old gambling addiction as for the committed affections of either woman. Romancing Rachel again—despite her attachment to the murderous local hoodlum Tommy Dundee—offers the kind of risk that is the gambler's juice. Equally, Michael could be considering the robbery from the moment he gets the security job. In a film where all the supporting players know exactly who they are, and keep telling him (“you know me, I like money” says Rachel), it is Michael who is the random element. In other words, if the film has a dark heart, like all the great noirs, it may not be the clichéd Chandleresque rottenness of the world but the impossibility of Michael—or anybody else—knowing his own mind.

Michael's glassy inscrutability sits like a transparent mask on Gallagher's fulsome matinee-idol face. His huge pupils loom constantly into close-up without a trace of emotion. His is a perfectly listless performance, a still, bewildered centre around which several subtle marvels of character acting are achieved by others. Soderbergh's framing is so rigorous that the actors' freedom of movement often seems artificially constricted, yet Alison Elliot conveys all the ambiguity of the sleek, attention-seeking Rachel with a few half-cocked smiles and narrow-eyed appraisals. William Fichtner, too, seizes on small gestures to make Tommy Dundee an utterly convincing terror for Michael to behold.

But it seems that no Steven Soderbergh film can ever be performance-driven. The motor here is undoubtedly the rigorously constructed plot, a maze of crossing paths. However, the end of a maze is its centre and there's nothing there but Michael Chambers. Of course, the story has an ending, one as tacked-on and farcical as anything Chandler himself could have dreamed up, but it's this unknowable man that we're left with and it's a chilly feeling.