Underneath, The (1995)

Dissed even by Soderbergh himself, this is a flawed if underrated noirish crime-thriller that works in its own oddly-paced way. 

Rating: 3.5 out of 5.

Review #1,431

Dir. Steven Soderbergh
1995 | USA | Crime/Thriller | 99 mins | 2.39:1 | English

Not rated – likely to be NC16 for some violence and sexuality

Cast: Peter Gallagher, Elisabeth Shue, Alison Elliott, William Fichtner
Plot: A recovering gambling addict attempts to reconcile with his family and friends, but finds trouble and temptation when caught between feelings for his ex-wife and her dangerous hoodlum boyfriend.
Awards: –
Distributor: Universal

Accessibility Index
Subject Matter: Moderate
Narrative Style: Slightly Complex
Pace: Normal
Audience Type: Slightly Arthouse

Viewed: Criterion Blu-ray (Supplement in King of the Hill)
First Published: 8 Apr 2017
Spoilers: No

For those unaware, the rarely seen fourth feature by Steven Soderbergh is available in high-definition as part of the King of the Hill (1993) Criterion Collection edition. 

It has been regarded as one of the filmmaker’s weakest pictures, financed by Universal at the time when they were dealing with the massive production problems of Waterworld (1995). 

They left Soderbergh alone to do his thing, and the result in hindsight was a painful learning lesson for a filmmaker considered at that time to be one of the most exciting prospects of American cinema. 

Rejecting the offer to screen at Cannes and dissing the film many years later, Soderbergh is adamant that The Underneath is an undisputed nadir of his early career. 

Time might be on its side though.  I find it an underrated stylistic exercise in the tradition of the modern noir, and if more people see it and accept its (non-fatal) flaws, it might achieve some kind of cult status as an oddball crime-thriller, something that the Coens could have made with more conviction and with better dialogue.

“This is my problem: when I think about trying with you again, I have no idea if it’s a moment of strength, or a moment of weakness.”

Opening with Michael (Peter Gallagher) driving a vehicle as we see him through green tinted windows, the film will continue to utilise tinted colours of blue, yellow, and others, as a stylistic device, somewhat informing the use of colour hues five years later with Traffic (2000). 

Michael returns to his Texas hometown after making a getaway from gambling debts and encounters his ex-wife, Rachel (Alison Elliott), and her rough-edged companion, Tommy (William Fichtner). 

There’s conflict and escalation of tension, along with a rekindling of romance as the intercutting timelines of past and present reveal back stories and current intentions in a jumbled-up manner—any sense of coherence is limited by its cavalier approach to narrative structure.

There are elements of the heist film, which only come into play close to the hour mark, another reason for its problematic structure.  Everything that comes after, however, sees Soderbergh in fine form, toying with paranoia in interesting visual ways. 

Given the chance, you might find that the film works in its own oddly-paced way, but don’t expect a consistent ride, though it is surely something to pique your curiosity.

Grade: B




  1. The Underneath certainly piqued my curiosity. I’ve only seen it once to this day and so I don’t really remember it well. But I remember that at the time it felt like a pretty good mix between the old and the new as a thriller for the mid 90s. Thanks for your review.

    Liked by 2 people


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