Based on a novel by Elmore Leonard, Out of Sight is anything but a typical action movie. In recent years, the action genre has been almost completely taken over by exploding cars, exploding buildings, exploding airplanes, exploding … well, you get the idea. So if you go to Out of Sight expecting to find another testosterone-infused ode to pyrotechnics, you'll probably be disappointed. Out of Sight is not another cookie-cutter blockbuster designed to overwhelm your senses with noise and motion. Out of Sight takes us on a trip into the seamy world of bank robbers and two-bit hoods, but instead of Hollywood's typical infatuation with violent action, Out of Sight gives us a relatively low-key story that focuses on characters instead of mayhem.

Directed by Steven Soderbergh, who also directed sex, lies, and videotape, Out of Sight is a perceptive and insightful movie filled with off-beat characters and a minimum of gunplay. Oh, guns do get pulled and a few shots are fired, but Soderbergh isn't interested in guns themselves (unlike most filmmakers in the action genre, who love guns). In the movie's opening scene, for example, we witness a bank holdup. But no guns are pulled. No shots are fired. It's maybe the most low-key bank holdup in cinema history. And that's part of the charm of the movie.

George Clooney stars as 40-year-old bank robber Jack Foley. Jack is a career hard timer who has spent large parts of his adult life in prison. He has one of the longest rap sheets in history--and in all that time, he's never used a weapon. But things tend to go wrong for Jack, such as the time he robbed a bank and then found his car was on fire. Or the time he robbed a bank and then couldn't start the getaway car. Now, Jack is looking at spending over 30 years in prison. When he looks at the elderly convicts in the prison exercise yard, he sees his own future. That doesn't mean he's going to reform. That means he's going to breakout. And when he sees the opportunity, taking advantage of the turmoil after a pair of convicts tunnel to freedom, Jack emerges from the prison--and right into the gun sights of a federal marshal, Karen Sisco (played by Jennifer Lopez), who happens to be waiting in the prison parking lot. Their eyes meet and … "It's like seeing a person you never saw before," says Karen. "You look at each other, you make eye contact and for a few seconds there's a recognition… and the next moment the person's gone, and it's too late to do anything about it, but you remember it because it was right there and you let it go and you think 'what if'… what if I stopped…. It might happen only a few times in your life…or once. " And thus Jack and Karen begin possibly the strangest courtship in cinema history.

Your reaction to Out of Sight will largely come down to whether or not you buy the relationship between Jack and Karen. I struggled with it. Karen's a tough federal marshal, but when she's pushed into her own trunk--and Jack follows her in--they make small talk about movies (and other things). When Jack asks her why she didn't call out for help, she says, "I'm just gonna sit here, take it easy and wait for you to screw up." However, she's a little too unconcerned about the convict pressed up against her, a little too calm and casual. The rest of the movie depends on this encounter convincing you that it's love at first sight. Well, I didn't buy it. To the movie's credit, we do find out that Karen's ex-boyfriend was also a bank robber. "But she capped him when the time was right," her father says (Dennis Farina, in a wonderfully funny performance). So Karen is apparently drawn to dangerous types. When she tells Jack that "the idea of going after guys like you appealed to me," we first interrupt her words as a slam against Jack, but as the movie progresses, her words take on a different meaning.

While the Karen/Jack relationship might stretch the bounds of credulity, virtually everything else about this movie is right on the mark. In particular, the supporting performances are excellent. Ving Rhames plays Jack's long-time partner. He's a softie who spends all his spare time talking to his sister on the telephone. Don Cheadle plays an ex-con named Maurice "Snoopy" Miller, who uses his stupidity like club. Albert Brooks plays a billionaire who did time for insider trading. Jack protects him from Snoopy's strong arm practices. Catherine Keener gives a wonderfully tacky performance as Jack's ex-wife, an out-of-work magician's assistant, who still loves her former husband. And Steve Zahn (who practically steals the movie) delivers a funny performance as Jack's zoned-out accomplice.

Probably more than any other movie, Out of Sight resembles Quentin Tarantino's Jackie Brown. Both movies were based on Elmore Leonard novels, and both movies resist the temptation to resort to the usual pyrotechnic displays so typical of crime movies. Instead, these movies feature a similar laid back approach that relies upon the nuances of the characterizations. Likewise, both movie toy with time, zipping back and forward as they unravel the associations between the characters and the events.

Director Soderbergh and screenwriter Scott Franks (who also penned Get Shorty) have filled Out of Sight with a bevy of interesting supporting characters, and the supporting characters provide much of the fuel for the movie. This isn't just a movie about the Jack/Karen romance. Even if you have trouble accepting their courtship, the movie provides such a rich mix of characters and story that the movie doesn't bog down.

[rating: 3 of 4 stars]