Film-Noir, and its more modern off-shoot sometimes dubbed 'neo-noir' (and the likes of which one might also see in Blood Simple or Kill Me Again or Sexy Beast, or in other Soderbergh flicks like The Limey), is dependent on attitude and mood, but also a few characters who we can get alongside with in their despairing condition. For The Underneath, Steven Soderbergh's first entry into anything close to the crime genre (which it is), is a remake of a 1949 noir called Criss Cross that starred an equally handsome-screen-presency guy, Burt Lancaster, as here it's Peter Gallagher, and both films tell the sad tale of a man who pulls an armored car heist all to try and get squared away with a dame who he once left long ago. Where it differs is in the emotional details and detours, in a little more sex, a little more violence, and interesting emotional baggage.
Robert Siodmak's treatment of the Don Tracy novel was straightforward, at least with what Soderbergh came up with. Then again it was a different time, and it was just enough for the movie to show real relationship discord like the kind that Steve and Ann had in that film, where they go off on a presumed get-away and when he tries to get her to go swim they grimace the whole time. I think that Soderbergh was far more interested in that angle, the dynamic and disconnect between the two would-be romantic leads, and went with that and left the heist as a tease, something hinted at throughout and then finally gviven an "oh, that's where it's going" feel to it).
Indeed I have to wonder if Soderbergh, also co-writer under the amusing and quasi-fuck-you to Universal pseudonym (Brazil protagonist Sam Lowry), wanted to do an experiment that might out-goose Kubrick's The Killing in its narrative puzzle-form. One can be sure, that is if one isn't on top of things, that time shifts back and forth between when Michael (Gallagher) left not only Rachel (Elliot) but his whole family and everything around him and when he came back for his mother and to take a job with his new dad-in-law with armored cars because, well, he goes between a beard and a shaved jawline. Unless if there's further confusion and he just has a quick growth, but I'd rather think that the movie is confusing enough. I mean that as a compliment.
Soderbergh has always been intrigued, nay his primary interest, in bending the rules of form; The Underneath was when he was in a strange transition period between his more independent work (Kafka, King of the Hill) and when he would enter Hollywood with Out of Sight, with the odd-n-end Schizopolis in-between. Every film that he does, big or small, super-niche or a blockbuster, finds him trying to peer into what the camera, and especially editing, can do to change things. It may be bittersweet that he's considering retiring after his next, uh, three or four movies are out of the way. There really are only so many over-the-shoulder shots.
And yet a film like Underneath is so pleasing to the senses because Soderbergh is, whether he'd ever admit it, a good storyteller who is able to find it in him a personal lever into the material. It's not so much a remake of the Robert Siodmak film as it's an update of the book, of the noir feel, right down to the nightclub in this film being a rock and roll bar overseen by a gangster (the very icy William Fichtner, again a compliment for every moment he's on screen). It works because it doesn't feel like a throwaway B-movie, and yet stays true to the spirit of that. When we see, for example, our very-down-on-his-luck Michael in a hospital bed late in the film Soderbergh resists the conventional impulse to do reverse shots of person talking to Michael and the shot on Michael. Until about five minutes in, during a crucial moment during a conversation with Michael's brother (or rather a 'talking to'), it's all on Michael, sometimes the camera warbling a bit around, a wonderful but important POV shot.
Oh, and the musical performances in the club are fantastic, for the few and far between moments they are there, with a nifty feel for the night-life and streets of Austin, Texas. And Peter Gallagher is splendid and alive on screen as always, with a decent co-star turn from Allison Elliot, a real Dame to Kill For so to speak.