Steven Soderbergh’s ‘Out of Sight’: An Achronological Time-Out from Conventional Crime Narrative


By Tim Pelan


The trick with dealing with Elmore Leonard as an idea is not to try and copy him. That’s where you get into trouble. In the case of ‘Out of Sight,’ there’s a significant amount of new material in the screenplay that doesn’t exist in the book. Scott Frank’s great accomplishment was his ability to recreate Leonard’s voice in a very seamless way. Now, Scott had adapted ‘Get Shorty’ years before and brought a pretty significant skillset to the table. If you look at (‘No Sudden Move’ screenwriter) Ed Solomon’s resume, he has a very distinctive voice and is usually employed in the pure comedy context. Ed’s ability to deal with character and deal with pure plot is really extraordinary. He surfs those two lanes really well, and then, y’know, you have the contributions of the cast. None of the people I’m dealing with are passive collaborators. They enhance the screenplay and the world of it as well.Steven Soderbergh

Steven Soderbergh’s 1998 adaptation of Elmore Leonard’s crime novel Out of Sight experiments with form, tussles with it even. Opening in medias res, with bank robber Jack Foley (George Clooney) tugging off his tie and hurling it to the ground after (later) being disabused by white-collar criminal Ripley (Albert Brooks) of obtaining a higher position than security goon in his firm after prison release, and immediately heading across the street to fall back on old habits. The meet-cute prison break by Foley with Federal Marshall Karen Sisco (Jennifer Lopez) bundled into her car trunk with him also occurs earlier in the film than would happen in a straight chronology. Combined with their subsequent cat and mouse flirtation and “time-out,” these are further tepid toes in the water before Soderbergh’s balls-out dismissal of narrative norm in his subsequent character study, The Limey. But the film isn’t just based on achronological attenuation of conventional narrative. In its banter and playful characterization, the simmering attraction between the two main players is a throwback to the likes of golden age repartee in cinema. By bringing Karen in early, it gives agency to her story and pursuit, making her character as important, if not more so, than Jack’s. They both display the self-assurance and sexiness that makes them naturally irresistible both to each other and to audiences. Jack can’t help calling her on the road; she makes sure she’s on the task force hunting him down. They’re love-struck professionals, enjoying the game with an attuned equal who gets them. The chemistry was discovered on George Clooney’s squeaky leather couch in his study, according to Soderbergh. “We did the test there. George and Jennifer are scrunched up (as in the car trunk), and I had the video camera there, and I did it in such a way I could cut it together. Jennifer is no shrinking violet, and she came in and nailed it. You could feel it in the room… George was better with Jennifer than with anybody else. He was different, and that’s what I needed.”

After a bum run of commercial disappointments, Soderbergh struck relative gold with Out of Sight—engaging and funny characters, great casting, and slick stylistic touches in abundance that enhance the story rather than throw viewers for a loop. He took over the reins from Barry Sonnenfeld, and with screenwriter Scott Frank dialled up the sexiness in new and interesting ways. They also expanded the role of other characters, whilst somehow managing to retain near fealty to Leonard’s written words. It’s the interesting touches around those words that doubly impress. Soderbergh’s color tints for different locales (bright popping colors for Florida, fun on the run; gun metal blue steel for a dangerous Detroit winter) first took hold here also. Noel Murray in The Dissolve: “Glenn’s (Steve Zahn) journey from one place to another is sort of the movie in miniature. He jumps from Jack and Buddy to Snoopy’s crew, and he quickly realizes he’s made a terrible mistake. Detroit is harder, more violent. Florida is the fun game Jack thinks he’s playing with Karen. Detroit is the danger that Karen knows is lurking.”

Perhaps because Leonard’s rules for writing were so ruthless, Soderbergh felt free to cast against (basic) description from the novel. Only the dialogue remained sacrosanct: “Think of what you skip reading a novel (Leonard wrote in his ‘10 Rules Of Writing’): thick paragraphs of prose you can see have too many words in them. What the writer is doing, he’s writing, perpetrating hooptedoodle, perhaps taking another shot at the weather, or has gone into the character’s head, and the reader either knows what the guy’s thinking or doesn’t care. I’ll bet you don’t skip dialogue.”


Characterisation as punctuation; this also from The Dissolve: “‘You wanted to tussle,’ Karen said, ‘we tussled.’ Soderbergh’s film keeps the line and ends the scene with one of several freeze frames he deploys throughout Out of Sight. Here, it serves much the same function as the ‘Karen said,’ interruption, pausing the moment to emphasize the competence and authority with which Karen handles the situation. Kenneth didn’t get exactly what he asked for, but he got what was coming to him, and like Leonard, Soderbergh draws out the moment by one delicious beat.”

Karen in the book is a skinny blonde; can you picture anyone other than the never as good again as this Jennifer Lopez? Jack is older, but Clooney nails it as a crim who’s been on the wrong side of the tracks for a while with a certain suave assurance, but still young enough to take a turn on the road. Buddy is now the powerful Ving Rhames instead of a redneck, which makes his compulsion to phone his sister (a nun) from the road to offload his guilt after each criminal escapade all the sweeter. At one point he’s on the phone to her for hours after spending 45 minutes with a prostitute! (exclamation mark—sorry Elmore.) Incidentally, was this exchange an inspiration for dialogue in Lady Bird? “Buddy, is that his given name?”—Karen. “It’s the name I gave him, yeah.”—Jack.

Messing with chronology also deepens character for Jack, allows for a more immediate sense of the stakes at play rather than having to build to them with leaden exposition. The argument with Ripley about the security job leading to him getting tossed out cuts to him sitting in a car at night with Buddy, casing Ripley’s house, reflecting back on that sour experience and how going straight wasn’t a good fit with that limited offer. Shorthand like the tussle scene for Karen above, along with wry, layered conversations with her lawman dad (the great Denis Farina) serve the same purpose for the professional in her (although it’s alluded to that she has form with a previous attraction for earlier quarry). In the capable editing hands of veteran Anne V. Coates, structure, fantasy and “show, don’t tell” romance, together with David Holmes’ jazz/funk score, propel narrative at a lick. We’re wrapped up in Jack and Karen’s interplay. They aren’t cool per se; they’re just written and performed well, as engaging, three-dimensional people. There’s a very funny moment in the prison library where Jack comments on a pitiful shakedown of Ripley by Don Cheadle’s Snoopy. As Snoopy’s bodyguard comes over to teach Jack some manners, Jack slams the heavy book he’s reading shut and whacks the guy up the side of the head with it. As Snoopy rushes over to weigh in, a guard barrels in to see what the ruckus is. The two crims immediately pretend to be engrossed in their reading matter. Jack’s quick-witted as well as a player of angles.


Witness also the scene in the Miami hotel lobby. Karen’s got herself on the task force hunting Jack; unbeknownst to her he’s on the way down. As the elevator doors open when he and Buddy descend, she looks up and sees him. He’s slightly dumbfounded; she absently raises her two-way radio set to alert her colleagues but no words form. He just half-waves, still stunned, as the doors close. Amusingly, the lobby old-time piano muzak is playing “Let Me Call You Sweetheart.” Nice touch. It’s doubly funny because earlier we saw Karen stalk Jack’s corridor and enter his room, drawing down on him in a steaming bath in a red-tinted room, revealed to be but a dream as he opens his eyes and draws her in, sinking in the tub as she wakes. Her dad tells her she was talking in her sleep (“Hey you.”), the red symbolic of her flush of excitement.

The later hotel scene in Detroit where Jack and Karen take a “time-out” is a triumph of storytelling and characterisation, the film’s other mood in mellifluous microcosm. She’s lost the scent and is drinking reflectively alone in the hotel bar, snow falling in the night sky beyond the window behind her. A couple of travelling salesmen try and hit on her; she brushes them off. Instead of the cold blues from the streets earlier we’re now within an enchanted snow globe, one where you don’t have to shake it up to continue the mood, warmth expressed by the soft lighting of the bar, the tones of Karen’s dress, and the hit of the liquor to the flush of her cheeks. Another male appears in reflection by her table; Jack speaks, lifting a cornball line from the last guy. We’re not sure if we’re in her head again until she looks up and they both enter the frame. Their conversation is lifted directly from Leonard’s novel, acting out that corny fake identity fantasy date routine, but it’s sexy as hell in the right hands. “Tell me, Celeste,” Jack (as Gary) opens, “what do you do for a living?”

Sisco: I’m a sales rep, and I came here to call on a customer, but they gave me a hard time ’cause I’m a girl.

Foley: Is that how you think of yourself?

Sisco: As a sales rep?

Foley: As a girl.

Sisco: I don’t have a problem with it.

Foley: I like your hair. I like your outfit.


The scene then cuts back and forth between conversation in the bar about finding recognition in a passing stranger of something that could be were circumstances different, and taking a time-out, as they call it, to the pair removing themselves to a hotel room, and undressing in turn, laughing at the fun frisson they’re creating. They create a mood that’s insular and arresting, that feeling that what’s happening now is all that’s important. Crucially, once the decision is made to get intimate, Karen is the one making all the moves; she leads them to the bedroom, she undresses herself; he goofily follows her playful lead. After being confined together in the trunk before, he hangs back, letting her call the shots. Famously the cross-cutting here was influenced by the sex (and post-sex) scene between Julie Christie and Donald Sutherland in Nicholas Roeg’s Don’t Look Now, but this is warmer, playful. They know this can’t last, so she’s not exactly surprised or disappointed he’s not in bed beside her in the morning. What does surprise is the Sig Sauer handgun her dad bought her and that Jack lifted off her from the trunk is now thoughtfully placed on his pillow as his gift to her.

The question remains though, will Karen turn Jack in if she catches up with him later? The snow globe feeling is invoked again at the attempt to retrieve uncut diamonds from Ripley’s house as Jack stays behind to prevent Kenneth raping Midge, Ripley’s housekeeper and lover. She sees him through her windscreen as he enters the house, snow drifting down; this time she breaks the spell by shooting him in the leg after he’s saved Midge. Karen’s defined by duty, but she guesses Jack is driven by circumstance, not nature. She wangles a seat on the prison transfer van with him, and presents him with a two-fold gift–his lighter to play with on the trip, and a conversation with another inmate, Hejira Henry (Samuel L. Jackson). Henry’s escaped from prison nine times, as he recounts. Jack smiles, and Karen grins too. It’s hard to think of a more perfect screen hook-up in the modern age. Soderbergh says in the director’s commentary, “the movie’s about her, let’s face it.” As for Clooney, apart from the depth and maturity he got to express here, he credits Soderbergh with curing him of his actorly tics, such as that jiggling head tilt he had so often in ER. Noel Murray again to round off: “Gary and Celeste, what do they know about anything?” he (Jack) asks. What changed about Clooney as an actor is that he stopped being a Gary and started being a Jack Foley.”

Tim Pelan was born in 1968, the year of ‘2001: A Space Odyssey’ (possibly his favorite film), ‘Planet of the Apes,’ ‘The Night of the Living Dead’ and ‘Barbarella.’ That also made him the perfect age for when ‘Star Wars’ came out. Some would say this explains a lot. Read more »



In the video above, Scott Frank, the screenwriter of Out of Sight, illustrates the importance of opening scenes, the challenges his craft encompasses and how, ultimately, “it’s all about the words.”


Screenwriter must-read: Scott Frank’s screenplay for Out of Sight [PDF]. (NOTE: For educational and research purposes only). The DVD/Blu-ray (new to 4K UHD from KL Studio Classics) of the film is available at Amazon and other online retailers. Absolutely our highest recommendation.

Loader Loading...
EAD Logo Taking too long?

Reload Reload document
| Open Open in new tab


“Soderbergh always gives great commentary and Out of Sight is no different. He and Frank show both respect and admiration for each other’s talents despite sending some zings each other’s way, and their love extends to the rest of the cast and crew as well. They share anecdotes from the production, technical details on camera choice and lighting, and offer up the thought process that led to various scenes. It’s a very fun listen between two friends who love movies.” —46 Things We Learned from Steven Soderbergh’s ‘Out of Sight’ Commentary



“The hard-boiled beauty of the cinematography (by Elliot Davis, who has shot three previous Soderbergh films) brings out the story’s own innate color and creates a warmly inviting backdrop for the central star-crossed romance. The film’s sleek moodiness and visual sophistication are so effective that there’s even a scene here that makes Detroit look like the most romantic city in the world.” —‘Out of Sight’: A Thief, a Marshal, an Item



Legendary Editor Anne V. Coates, ACE on combining scenes in Out of Sight.


A behind-the-scenes look at the making of Out of Sight.


Here are several photos taken behind-the-scenes during production of Steven Soderbergh’s Out of Sight. Photographed by Merrick Morton © Universal Pictures, Jersey Films. Intended for editorial use only. All material for educational and noncommercial purposes only.


If you find Cinephilia & Beyond useful and inspiring, please consider making a small donation. Your generosity preserves film knowledge for future generations. To donate, please visit our donation page, or donate directly below:

Spread the love