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 Out of Sight is the story of a bank robber (Clooney) and his loyal sidekick (Rhames) who bust out of prison and abduct a U.S. Marshal (Lopez) on their way to heist millions in diamonds from an ex-con billionaire (Brooks).

Steven Soderbergh (Traffic) directs a film that defies genres, making one of the most unique crime films in modern cinema. It’s both an interesting double-crossing caper and a brilliant romantic-comedy. Elliot Davis’ cinematography is fluid, mainly hand held, capturing wonderfully large and small moments alike. He makes great use of the color palette to differentiate the many locations, from the humid plains of a Florida prison to the gritty streets of steely Detroit. Scott Frank’s screenplay is smart, funny, and filled with crackling dialogue delivered by wonderfully colorful characters. There is no novelist who creates more endearing, seedy underworld characters to adapt to the big screen than Elmore Leonard. There is always a haze of gray in the morality of the characters-- whether it is the law or their criminal counterparts. It’s worth noting that some of the best scenes are additions made by Scott Frank. They fit so well within the paradigm of the world that it is impossible to discern which ones they are.

Anne V. Coates’ great use of non-linear editing throws us around in time and space, dolling out dimension to the large cast of personalities. Making great use of jump cuts and freeze frames, Out of Sight has the rhythm and style of a French New Wave film. David Holmes’ score is ultra-hip and reminiscent of crime cinema of 1970s, giving it a happy-go-lucky air.

George Clooney (Michael Clayton) plays “Jack Foley” with all the charm and charisma that has made him this generation’s Cary Grant. Foley is a three-time loser who never robs with a gun, looking to make that last big score before retiring away to some island oasis.

Jennifer Lopez (U-Turn), in her best performance to date, plays “Karen Cisco,” an extremely sultry, but hard-as-nails U.S. Marshal.

Clooney and Lopez heat up the screen with chemistry so raw that is screams in even in the most silent of moments between them, most notably in a conversation they have while stuck in a dark trunk together.

Ving Rhames (Pulp Fiction) plays the lovable gentle giant and Jack’s unquestioning friend “Buddy Bragg.” Don Cheadle (Boogie Nights) plays the heavy-- “Maurice ‘Snoopy' Miller."

Albert Brooks (Defending Your Life) plays “Richard Ripley,” the bald billionaire everyone is looking to rob. In a movie filled with loud performances, Brooks stands out doing what he does best—finding laughs in quiet awkwardness.

Steve Zhan (Rescue Dawn) is the class-A idiot, “Glenn Michaels,” who doesn’t seem capable of making any good decisions. Michael Keaton (Batman) turns in a hilarious reprise of the character, “Ray Nicolette,” whom he played in Quentin Tarantino’s Jackie Brown. As the dumb-ass-gung-ho-federal agent that dips in and out of Leonard’s work, Keaton is the only actor to ever play the same role in two unrelated films. The result is perhaps the most hilariously befuddled role of his career.

Out of Sight is one of the most entertaining films of the 1990s and for me, the most enjoyable in Soderbergh’s canon of work so far. It manages to be a great heist film, while also working as a brilliant black comedy and an electric love story. What more could you ask for?

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Out of Sight was nominated for 2 Oscars:  Best Film Editing and Best Adapted Screenplay.