--- title: "The Underneath" year: 1995 kind: "film" canonical: "https://film.one/film/the-underneath" fi1m_id: "the-underneath" imdb_id: "tt0114788" tmdb_id: 36141 wikidata_id: "Q2625478" fi1m_score: 62 critics_score: 59 critics_reviews: 9 published: "2026-09-09" updated: "2026-09-18T08:37:55.591657+00:00" region: "US" licence: "© Fi1m Ltd. Written by AI under a human editor; checked against sources before publication. Quote with attribution and a link to the canonical URL." --- # The Underneath (1995) Directed by Steven Soderbergh · 1h 39m · MPA R · Crime, Drama, Thriller ## Identity The Underneath - **Canonical:** https://film.one/film/the-underneath - **Type:** Film - **Fi1m ID:** the-underneath - **IMDb ID:** tt0114788 - **TMDB ID:** 36141 - **Wikidata ID:** Q2625478 - **Same entity:** https://www.imdb.com/title/tt0114788/, https://www.themoviedb.org/movie/36141, https://www.wikidata.org/wiki/Q2625478 **Fi1m score: 62** · Critics 59 from 9 reviews *In a sentence:* Peter Gallagher drives an armoured car through three colour schemes and never once looks like he wants anything > Soderbergh’s reworking of *Criss Cross* is cleanly built, handsomely lit and cut with real intelligence, and it left us cold. The fault is not the shuffled timeline but the man at the centre of it, who has nothing in him for the film to find. ## Synopsis Michael Chambers (Peter Gallagher) comes home for his mother’s wedding after several years away. He left town owing money to bookmakers and left behind a wife, Rachel (Alison Elliott), who did not follow him. She is now with Tommy Dundee (William Fichtner), who runs a club called the Ember. Michael’s brother David (Adam Trese) has not forgiven him, and his mother’s new husband Ed (Paul Dooley) finds him work at the armoured-car firm run by Clay Hinkle (Joe Don Baker). Steven Soderbergh tells the homecoming, the marriage that failed before it, and one day in the cab of an armoured car at the same time, cutting between them. Elisabeth Shue and Shelley Duvall appear. ## Review Steven Soderbergh takes *Criss Cross*, the 1949 noir, and deals it out of order. Michael Chambers (Peter Gallagher) comes home for his mother’s wedding, having left town some years before with gambling debts he could not pay and a wife, Rachel (Alison Elliott), he left to face them. The film tells the wedding weekend, the marriage that failed before it and a single day in the cab of an armoured car all at once, cutting between the three. It is a clever way to tell a story about a man who cannot stop going round in circles. It is also 99 minutes in the company of someone we never came to care about, and we think that is the film’s fault rather than ours. The craft is not the problem. Elliot Davis gives each strand its own light: the homecoming under a green filter so heavy that faces look ill, the past in warmer and plainer light, the day of the robbery in hard flat daylight with nowhere to hide. You always know when you are, which in a film built like this is the first thing that has to work. Stan Salfas cuts between the three on a look or a gesture rather than a caption, and we were never once lost. Cliff Martinez supplies low electronic hums and chimes that sit under nearly every scene, and they carry most of the unease the actors have been told not to show. Howard Cummings gives the Chambers house the furniture of the decade Michael left, and the armoured-car depot the light of a fluorescent cage, which is roughly how Michael sees both. Karyn Wagner puts Rachel in colours nobody else in town seems to own. Everything is considered. The film knows exactly what it is doing at every moment, and it does it with a steadiness that starts as confidence and ends as distance. Gallagher is the difficulty. Michael is written as a hollow man, a gambler who drifts back into other people’s lives because he has nothing of his own, and Gallagher plays the hollowness straight, with a level gaze and a voice that never rises. The trouble is that a film like this needs us to see something moving under the surface, some appetite or fear the man himself will not admit, and Gallagher does not let us. He is handsome and composed and he gives us nothing to hold. Most critics have been kinder to the performance than we are; we think they are crediting the film’s design with a depth the actor has not supplied. The people round him fare better. Elliott makes Rachel hard and hungry, a woman who sings in Dundee’s club and wants out of town more than she wants any particular man, and her scenes with Gallagher are the only ones in which the temperature rises. William Fichtner’s Tommy Dundee is the film’s one source of heat, a man who smiles while he threatens and means both. Adam Trese gives Michael’s brother David a grievance that has curdled into something quieter. Joe Don Baker is good company as Hinkle, Paul Dooley is a decent, worried stepfather, Elisabeth Shue is a woman Michael meets on the way home and then does not know what to do with, and Shelley Duvall turns up as a nurse and reminds us how strange and specific a presence she is. Richard Linklater minds the door at the Ember. Here is what we felt. We waited the better part of an hour for the robbery, and when it came it was over almost before we had registered it had begun, shot without the score and without any of the usual build, and we jumped in our seat. It is the best-judged minute in the film. Then, in the scenes that follow, we noticed we had not cared who ended up with the money, and we were irritated with the film for having spent so much skill on a man it had never persuaded us to worry about. Soderbergh would shuffle time again in [*Out of Sight*](https://film.one/film/out-of-sight) (1998), with a leading man who plainly wanted things and a heroine who plainly wanted him, and that film is warm where this one is cool. *The Underneath* reads now as the sketch for it. It opened in British cinemas on 19 January 1996, and it is best watched at home, late, in the dark, where its colours are at their most persuasive and its central absence is easiest to forgive. *Fi1m score 62, published 9 September 2026.* ## What the critics say The reviews divide almost evenly, three ways, and where the praise falls it is on what Soderbergh has done with the material rather than on the crime itself. Critics who admire the film find the interwoven timelines, the sardonic lines and the strained marriage between Michael and Rachel more absorbing than the heist, and most agree it wants to be a character study first and a noir second. The colour filters and one long, slow push-in during a love scene get singled out even by writers who otherwise shrug. The reservations gather around distance. The Los Angeles Times blames Peter Gallagher’s casting for a lead whose fate nobody much cares about; The Playlist finds the editing unfocused and the central heist without tension; The Ringer simply calls it dull. The spread is wide, and the pattern is plain: the 1995 notices are the kindest, while the later retrospective pieces treat the film as a rehearsal for the better ones that followed. ## Straight answers **Is The Underneath worth watching?** *The Underneath* is worth watching for anyone interested in Steven Soderbergh's early work or in how a noir can be told out of order, and we scored it 62. Elliot Davis's colour-coded lighting and Stan Salfas's cutting are the reasons to see it. Peter Gallagher at the centre gives us nothing to hold, and the film left us cold. **How long is The Underneath, and what is it rated?** *The Underneath* runs 1h 39m and is rated R by the MPA in the US. It is a crime and drama film. **Where can I watch The Underneath in the US?** *The Underneath* is not on any streaming or rental service in the US at the moment. It is available in 33 other countries; change your country at the top of the page to see where. Availability is checked daily. **How violent or frightening is The Underneath, and is it suitable for children?** *The Underneath* carries no UK certificate and an R in the US, and it is a crime thriller for adults rather than children. The violence is contained mostly in a single armoured-car robbery, shot without music or build-up and over almost before it registers, so it startles rather than lingers. William Fichtner's club owner threatens with a smile, which is as frightening as the film gets. **How does The Underneath compare to The Grifters?** *The Underneath* is the cooler and more handsomely made of the two, and [*The Grifters*](https://film.one/film/the-grifters) is the better film. Frears's crime drama is cruel and funny, and Anjelica Huston gives it an emotional force that Peter Gallagher never approaches here. Choose *The Underneath* for its colour schemes and shuffled timeline; choose *The Grifters* if you want to care who ends up with the money. **What should I watch after The Underneath?** After *The Underneath*, try [*The Grifters*](https://film.one/film/the-grifters) (1990, Fi1m 84): Frears and Thompson on people who con because they cannot do anything else. Then [*Out of Sight*](https://film.one/film/out-of-sight) (1998, Fi1m 86): Soderbergh shuffles time again, this time with two people who plainly want each other. ### Reviews we read (9) - **Empire**, William Thomas (75/100, inferred): Soderbergh reworks the source novel into a cool, interesting film noir variant with a complex structure of interwoven timelines focused on betrayals and relationships rather than the central crime. The film is praised for its sardonic lines and deeper thematic questions about trust and appearances. [Read](https://www.empireonline.com/movies/reviews/underneath-review/) - **The New York Times**, Caryn James (75/100, inferred): James praises Soderbergh for surfacing unspoken tensions in complicated relationships, noting the film's appeal lies in its study of characters caught in emotional disaster rather than lurid noir plotting. She highlights the vivid complexity of the central relationship between Michael and Rachel as what elevates it beyond a simple genre remake. [Read](https://www.nytimes.com/1995/04/28/movies/film-review-errant-husband-returns-big-mistake.html) - **Variety**, Todd McCarthy (70/100, inferred): McCarthy sees Soderbergh's remake as an intriguing meditation on personal responsibility that downplays genre thrills in favor of psychological depth, though it may limit commercial appeal. He praises the film's thematic argument and performances but notes the suppression of sex and violence diminishes its dramatic impact. [Read](https://variety.com/1995/film/reviews/the-underneath-1200441059/) - **RogerEbert.com**, Roger Ebert (65/100, inferred): Ebert finds Soderbergh's remake of the 1949 noir Criss Cross more intriguing in its early focus on neurotic characters and personal relationships than in its later crime elements and twists. He singles out the unreliable protagonist Michael and the complex dynamic with his ex-wife Rachel for particular interest. [Read](https://www.rogerebert.com/reviews/the-underneath-1995) - **The AV Club**, Jesse Hassenger (65/100, inferred): The Underneath is minor Soderbergh, a slim genre piece that serves as practice for later films but features bold experiments in visual style and narrative structure. The critic singles out the film's stylized color filters and a notable glacial push-in shot during a key romantic scene for praise. [Read](https://www.avclub.com/steven-soderbergh-s-the-underneath-plays-like-a-dry-run-1798240927) - **Los Angeles Times**, Kenneth Turan (40/100, inferred): Turan finds the film polished and intricately constructed but ultimately lacking emotional connection and audience involvement, making it distancing despite its visual shine and clever structure. He singles out Peter Gallagher's miscasting in the lead role as a key factor preventing viewers from caring about the character's fate. [Read](https://www.latimes.com/archives/la-xpm-1995-04-28-ca-59766-story.html) - **The Playlist**, The Playlist Staff (C-): The critic calls it a messy and impenetrable oddity, Soderbergh's first straight noir and a testing ground for later stylistic flourishes rather than a solid standalone film. They single out the unfocused editing and lack of dramatic tension in the central heist as major flaws. [Read](https://theplaylist.net/steven-soderbergh-essential-films-retrospective-20130205/2/) - **/Film**, Gino Orlandini (40/100, inferred): The critic views it as an early misstep and Soderbergh's first foray into the crime genre via a niche remake, part of the director's development of his style after his debut but ultimately a commercial and creative letdown that lacks the punch of his later work. [Read](https://www.slashfilm.com/742499/every-steven-soderbergh-movie-ranked-worst-to-best/) - **The Ringer**, Sean Fennessey (30/100, inferred): The critic views the film as a clear misstep in Soderbergh's filmography, a convoluted studio noir that is formally impressive and lush at times but ultimately damned dull and sleepy. [Read](https://www.theringer.com/2019/02/08/movies/steven-soderbergh-movies-ranked) ## Details - **Director:** Steven Soderbergh - **Director:** Steven Soderbergh - **Screenplay:** Steven Soderbergh, Daniel Fuchs - **Cinematography:** Elliot Davis - **Editor:** Stan Salfas - **Music:** Cliff Martinez - **Production design:** Howard Cummings - **Costume design:** Karyn Wagner - **Producer:** John Hardy - **Cast:** Peter Gallagher as Michael Chambers; Alison Elliott as Rachel; William Fichtner as Tommy Dundee; Adam Trese as David Chambers; Joe Don Baker as Clay Hinkle; Paul Dooley as Ed Dutton; Shelley Duvall as Nurse; Elisabeth Shue as Susan Crenshaw - **Runtime:** 1h 39m - **Certificate (MPA):** R - **Release (the US):** 28 April 1995 - **Genres:** Crime, Drama, Thriller - **Budget:** $6 million ## Where to watch in the US Not streaming, renting or buying in the US at the last check. Also available in: AR, AT, AU, BE, BG, CH, CL, CO, CZ, DE, DK, EE, ES, FI, FR, GB, GR, HU, IE, IL, IN, IT, JP, LT, MX, NL, NO, PA, PL, PT, SE, UA, ZA. Add `?region=XX` to this URL for another country. ## If you liked this - *Criss Cross* (1949): The original, with Burt Lancaster wanting things this remake’s hero cannot manage. - *The Killing* (1956): Kubrick’s racetrack heist, told out of order and with none of the fat. - *Le Cercle Rouge* (1970): Melville’s robbery film: silent men, blue light and fate arriving on schedule. - *The Grifters* (1990), Fi1m 84: Frears and Thompson on people who con because they cannot do anything else. — [Fi1m page](https://film.one/film/the-grifters.md) - *Out of Sight* (1998), Fi1m 86: Soderbergh shuffles time again, this time with two people who plainly want each other. — [Fi1m page](https://film.one/film/out-of-sight.md) --- © Fi1m Ltd. Written by AI under a human editor; checked against sources before publication. Quote with attribution and a link to the canonical URL. Canonical: https://film.one/film/the-underneath