What If: The Sexy Noir of Out of Sight

illustration by Tony Stella

“Hey, yourself.”

Sirens, searchlights, gunfire. An inmate emerging from a hole in the ground encounters a U.S. Marshal with a shotgun. A friend with a car waits for the inmate, but the marshal is in the way, and so the inmate—smeared with muck—takes the marshal in the trunk with him. The marshal is Karen Sisco (Jennifer Lopez), and the inmate staining her favorite Chanel suit is George Clooney’s Jack Foley. What began as a prison breakout becomes a kidnapping, but it’s also a meet-cute. Jack and Karen spoon inside the trunk, bathed in red light. Jack wonders, “If we met under different circumstances…if you were in a bar and I came up and we started talking…I wonder what would happen.” They might be on opposite sides of the law, but it doesn’t matter—the attraction is instant.

Steven Soderbergh’s adaptation of Elmore Leonard’s Out of Sight is a heist story, a sexy potboiler, a noir rom-com that resurrects and perfects the lost art of cinematic sexual tension. It invokes star-crossed lovers of classic crime thrillers like Bonnie and Clyde or Three Days of the Condor. Soderbergh and screenwriter Scott Frank amplify the sexiness of Leonard’s text, shooting the trunk scene with the intimacy of a bedroom scene, playing up the tension between Karen and Jack. And it works: In Roger Ebert’s review, he compared the chemistry between Clooney and Lopez to that of Bogart and Bacall. Out of Sight takes the trappings of noir and crime thrillers and plays with them, subverts them in service of the real story: a romance between two complicated, compelling people who have more in common than it first appears.  

Soderbergh inherited the project from Barry Sonnenfeld, with George Clooney already on board. At first, Soderbergh wasn’t even sure he wanted to make Out of Sight, but Universal Pictures executive Casey Silver told him, “Don’t be an idiot, the odds of the planets lining up like this are so small that you really should pursue this.” Soderbergh later explained his decision to direct the film to The Village Voice: “I guess it was self-evident to everybody that if I did it, there was no way I wasn’t going to pee on it. It was going to have my stench no matter what. Fortunately, that’s what they wanted.”

Soderbergh envisioned the film as blending the “energy of a Friedkin movie from the ‘70s, but its approach to character and its balance of drama and humor should be like [Hal] Ashby.” As a result, Frank and Soderbergh’s adaptation amplifies and complements Elmore Leonard’s vision, rather than overwhelming it. In addition to developing characters like Richard Ripley (Albert Brooks), Frank also changed the ending, fleshed out the heist at Ripley’s mansion, altered the story’s chronology, and wrote an entirely new scene. In short, Frank and Soderbergh filtered Leonard’s novel through their own lens, and made Out of Sight cinematic.

Soderbergh further made the film his own by casting many of his favorites, including Viola Davis, Luis Guzmán, Catherine Keener, and Don Cheadle (“If you look at the cast, these are people who know what they’re doing,” Soderbergh told Dennis Lim in 1998). Clooney was already attached to the film when Soderbergh signed on, but the two would go on to collaborate many more times. His decision to cast Jennifer Lopez in the film’s other leading role, however, was a bold one—especially considering that, in Elmore Leonard’s novel, the character is described as blond and “skinny-assed.” Lopez brings nuance to her performance, striking just the right balance between toughness, flirtatiousness, and vulnerability. On the film’s commentary track, Soderbergh says “the movie’s about her, let’s face it,” and it’s difficult to imagine any other actress in the role. 

As for the film’s look, cinematographer Elliot Davis’ color palette evolves from one scene to the next. Out of Sight’s first half is set in Miami, a world of sunshine, and all the criminals who operate there seem to lack real menace. The second half of the film moves to Detroit—a dangerous, oppressive place; a noir city rendered in darker tones like blue and gunmetal gray, dominated by nighttime scenes set in enclosed spaces. The criminals of Detroit are malevolent, and the city serves as a wake-up call for Jack, Karen, Buddy, and particularly Glenn (Steve Zahn), who’s rudely initiated into a world of terrible violence.

Soderbergh and Frank fracture the structure of Elmore Leonard’s novel. In the film, expertly edited by Anne V. Coates, characters run out of time, stop time and do time, their stories told in flashbacks and flash-forwards. In an interview, Frank explained that he often plays with structure in his screenplays to solve character issues. Jack’s bank heist occurs in the middle of Leonard’s novel, but Frank—inspired by Dog Day Afternoon—turns it into a flashback that kicks off the film, giving the story a propulsive beginning while also introducing us to Jack Foley at his most charming.

Outside of Karen’s and Jack’s hotel scene, there are four flash-forwards, four flashbacks, and four freeze-frames (a technique Soderbergh claims he stole from the French and British New Wave, and used as a way of “commenting on something”). But during the hotel scene, Soderbergh uses several freeze-frames, as the love scene in Karen’s hotel room cuts back and forth with an earlier scene at the hotel bar, an editing choice inspired by Donald Sutherland and Julie Christie’s infamous sex scene in Don’t Look Now. Cutting between their flirtation and their foreplay, and freezing frames when the characters touch, creates an intimacy: time moves differently when we’re in love, and desire can stop time entirely.

When Karen and Jack meet in the hotel, they decide they’ll take a “timeout.” In the earlier trunk scene, Jack wondered what would have happened if they’d met under different circumstances, and in the hotel, they get to play out this fantasy. Soderbergh gives it all the feeling of a dream, backgrounded by falling snow and the bright blue of Detroit’s night sky, as if trapped inside a snowglobe. They step outside of their jobs, their roles, and pretend to be strangers: Karen introduces herself as Celeste, Jack calls himself Gary. Karen considers roleplaying the entire encounter as these different people, but Jack says: “I don’t think it works if we’re somebody else. Gary and Celeste, what do they know about anything?”

 Jack Foley is different. He sets himself apart from all the men in Karen’s world who constantly question and condescend to her: Kenneth (Isaiah Washington), the criminal who wants to “tussle;” her superiors, who are less qualified than she is; her married FBI boyfriend Ray Nicolette (a carry over from Jackie Brown, with Tarantino’s blessing); the menace of Maurice “Snoopy” Miller (Cheadle) and his crew; and the ad men who won’t leave her alone in the hotel bar. Jack is sharp and charming. He’s too smart for the low-wage crap job that Richard Ripley offers him. Jack is limited by class and by his background to commit criminal acts, but his success as a criminal is limited by his own scruples. Richard and Jack are both criminals, but Richard’s ruthlessness and unscrupulousness allows him to succeed where Jack always fails: having a career, maintaining an appearance of respectability, making money.

Jack isn’t suited for any job. He confesses to Karen that crime was a family business—he started driving for his bank-robbing uncle at the age of 18, an uncle who died in a charity hospital after serving a long prison sentence. Jack himself has spent half his life in correctional living, and only participates in the film’s heists as a direct result of Richard’s humiliating job offer. He immediately crosses the street to attempt, politely, to rob a bank, and then (upon failure) decides to steal Richard’s diamonds from his mansion in Detroit. This is Soderbergh’s subtle critique of capitalism, a running theme in his crime films: Jack Foley is driven by necessity, not greed. He’s not a criminal by nature, but rather by circumstance.

Karen is complicated, too. She’s attracted to dangerous men, as her father Marshall points out to her in a production draft of the script: “You like the wild ones, don’t you? Tillman, Nicolette, and now Foley. You know, I’ve always said there’s a thin line between the cowboy cops and the armed robbers.” Like the archetypal outlaw hero, Karen might represent the law, but she plays by her own rules, pursuing Jack, Glenn, and Maurice on her own. Jack and Karen’s most significant difference is their upbringing: Jack was raised by neglectful criminals, Karen by her police officer father, who cared about her enough to buy her a Chanel suit and a Sig Sauer pistol. Jack and Karen share lives of danger, like taking risks, and are both a little too smart for their respective worlds. Unlike the men around her, Jack recognizes Karen’s intelligence. They’re both the best at what they do, yet each remain outsiders in their respective careers. In other words, they’re equals.

And after the hotel scene, Jack and Karen stay in the present. No more timeouts.

Soderbergh once said that he’s suspicious whenever people undergo big changes in films, because people in real life rarely do (a fatalism that complements Elmore Leonard’s own non-reductive view of his characters). Soderbergh eschews the simplistic good-versus-evil morality of most Hollywood movies; instead, Out of Sight’s characters exist along a moral spectrum. There’s gentleman thief Jack Foley; sweet stoner Glenn; Guzmán’s clueless Chino; the banal, corporate evil of Richard; and then, finally, Cheadle’s Maurice and his unthinking cruelty. The way these men treat women in the film works as a litmus test for their scruples (or lack thereof). Ving Rhames’ Buddy confesses his transgressions to his nun sister (spending 45 minutes with a prostitute, but two hours on the phone with his sister), and Jack never uses a gun—he would rather charm women than harm them. Although Richard married a rich woman, sold off her business piece by piece, and then left her, he redeems himself somewhat by confessing that he can’t leave his maid Midge (Nancy Allen) behind during Maurice’s heist. The worst of these men, however, are Kenneth, a rapist, and Maurice, who forces Glenn to murder someone just to prove he’s capable of pulling off their big heist. Even behind his signature sunglasses, Glenn is visibly traumatized by the experience. If the film has villains, it’s Kenneth and Maurice, because both are willing to cross the line to hurt people. In spite of technically being criminals, Glenn, Buddy, and Jack each have a conscience, a code.

The film also subverts noir gender norms: Karen Sisco serves as the story’s hardboiled hero, with Jack Foley as its homme fatale. Jack is sexy and could mean trouble for Karen, but he’s upfront with her. No secrets, no manipulations. And he doesn’t lure Karen to her destruction; Karen makes the moves in the relationship. The pair seem made for each other—even Karen’s father seems to be rooting for them. Out of Sight takes a well-worn cliché—the cat-and-mouse game between an obsessive detective and a criminal mastermind—and turns it into a love story.

And at heart, maybe that’s what these stories always were. The adrenaline rush that comes from the chase between a detective and a criminal is perhaps  indistinguishable from that “spark,” the dangerous thrill of attraction between two people. Jack and Karen’s scene in the motel lobby echoes the interactions between Popeye Doyle and Alain Charnier in The French Connection, when Charnier eludes Popeye in the subway station before waving to him from the window as the train departs. In Out of Sight, Karen waits in the lobby while a task force tries to bust Buddy and Jack in Buddy’s apartment. But Buddy and Jack are already on the elevator: the doors open, Karen and Jack see each other, and just as the doors close, Jack waves to her. Unlike Charnier, though, Jack’s wave isn’t defiant—it’s awed, innocent, like a kid with a crush.

Later, the pair’s hotel-bar moment mirrors Heat’s intimate diner scene, where Neil McCauley and Vincent Hanna take their own timeout to get to know each other, and briefly pretend to forget that they’re at cross purposes. Ultimately, Out of Sight feels like the rom-com version of Heat, its heist-related plot merely a backdrop for the characters’ obsession with one another.

By Out of Sight’s end, Jack finds himself in the back of a police van, waiting to be transferred. Karen has delayed his trip, the reason why only becoming clear when another inmate joins him: Hejira Henry (Samuel L. Jackson). Hejira explains that his name comes from Mohammed’s flight from Mecca in 622, and was bestowed upon him because he’s escaped prison nine times. Suddenly Jack understands, and Karen coyly smiles. The rule in a Hollywood romance is that the lovers live happily ever after. But at the end of a crime story, the perpetrator is usually apprehended, imprisoned, or killed. The fatalism of noir exists in this film, but the attraction between Jack and Karen feels predestined, too. Out of Sight’s conclusion somehow manages to meet our expectations just as it upends them: Karen brings Jack to justice, but they still get to ride off into the sunset together—in an armored police vehicle.