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Feb 15, 2021 Web Exclusive By Ed McMenamin

Michael Chambers (Peter Gallagher) is a gambling addict back in his hometown to visit his widowed mother, who is re-marrying in middle age, and his brother, a jealous cop who is furious that Michael didn’t help out at home after their father’s death.

Michael also wants to reconnect with his ex-girlfriend, Rachel (Alison Elliott), who he left in a cloud of gambling debt when he fled town after a bad sports bet. Now she’s dating the local crime boss who moonlights as the owner of a rowdy local bar. When Michael’s new stepdad Ed helps him get a job as an armored car driver, he begins scheming to land a big score and win her back.

Problem is, he is the kind of charming, two-bit loser who means well but can’t make a good decision to save his life. He delivers lines like, “I’ve got this whole thing worked out,” after buying a huge satellite dish, big-screen TV and Ford Mustang, rather than repaying debts.

Michael always skates by on his good looks and charm, an insult levied by his cartoonish cop brother, David. He is the worst type of policeman – insecure, misogynistic, aggrieved and ready to use the badge to extort the women he desires, especially Rachel.

Michael’s unwelcome return home, the three men competing for Rachel, and the second-half heist are set on-location in Austin, Texas, with enough lived-in detail to firmly ground the story in a real time and place.

Famous locals make cameos, like Richard Linklater as the bar’s doorman, and time-obscured bands Wheel, Cowboy Mouth and ‘90s-to-the-extreme ska outfit Gals Panic perform live on stage at the bar as Michael tries to win back his ex.

The precise sense of setting, director Steven Soderbergh’s visual style and patient character development before the second-half’s neo-noir plotting should be more than enough to win The Underneath critical reappraisal. It recalls a slicker Blood Simple, replacing the Coen’s existential horror with subtle Lynchian unease, aided by Cliff Martinez’s hovering score.

Unfortunately, it was one of many critical and box-office flops Soderbergh made between his acclaimed 1989 debut, Sex, Lies and Videotape, and his reemergence beginning with Out of Sight in 1997, and followed by Erin Brockovich, Traffic and Ocean’s 11.

The Underneath suffers from a forgettable title, and a poor performance by Adam Trese as the brother, but it makes few other missteps. The other supporting cast members are excellent – Elisabeth Shue as a bank teller that Michael entangles in his heist, Joe Don Baker as the intimidating boss of the armored truck operation and Shelley Duvall as a nurse. Soderbergh also uses his trademark colored washes to great effect, tinting the scenes between Michael and Rachel in illicit blue, and those between Michael and his stepdad Ed in sickly, nauseous green. Soderbergh also makes effective use of a split-focus diopter lens when Michael first arrives home. It places his face startlingly close and in-focus in the foreground, while his family’s faces remain simultaneously in-focus in the background, scrutinizing his motives while he attempts to smile his way through the reunion.

The deliberate pace of the film’s first half favorably recalls indie dramas more than neo-noir thrillers, as we piece together the reasons why Michael’s name is mud, the individual grievances and whether the relationships are mendable.

These hard feelings collide in the second-half, when Michael must form an unholy and unreliable alliance with Rachel’s new boyfriend (a reliably reptilian William Fichtner), and figure out how to escape alive.

The Underneath is a remake of a 1949 noir, Criss Cross, that also received mixed reviews upon release, but like many crime films of the era it has received its own critical reappraisal.

Soderbergh’s take delivers the same genre pleasures – a surprise ending, double and triple crosses – but it remains unpredictable and suspenseful, no more so than in a key scene late in the film, when it takes a break from the plotting and settles in on Michael. He so clearly in over his head, frantically paranoid and desperate for help, that he (and likely the audience, effectively placed in his head) can’t tell the difference between a hired assassin and a real estate agent. Did Michael mistake himself for the hardboiled hero when he might have been the patsy all along?

The new Kino Lorber Blu-ray release looks fantastic, and it includes an audio commentary by film historian and critic Peter Tonguette, along with a collection of trailers from early and obscure films featuring Gallagher and his costars.

Follow Ed McMenamin on twitter at @edmcmenamin

(www.kinolorber.com/product/the-underneath-blu-ray)