George Clooney (ER, One Fine Day) plays Jack Foley, a bank robber tired of the criminal life — a common theme in these new Leonard films. Foley breaks out of prison with the help of his partner Buddy (Ving Rhames - Pulp Fiction, Con Air). In the wrong place at the wrong time is Jennifer Lopez (U Turn, Selena) as Karen Sisco, a sexy U.S. Marshal whom Foley and Buddy kidnap as they make their getaway. She shoots at Foley, he flirts with her, and it’s love at first sight. Karen soon escapes, however, and she trails Foley and Buddy to Detroit where the two men hope to make their last big score.

The story isn’t anything terribly unique, but it works. Director Steven Soderbergh (sex, lies, and videotape) performs his usual magic, even making the incredible romance between Foley and Karen truly involving. Among Soderbergh’s invaluable talents are impeccable pacing, powerful visual sensibility, and a knack for creating an irresistible mood in practically every scene. The script by Scott Frank (Get Shorty, Dead Again), however, is a strange beast. About 70% of it is pure gold, and the actors are able to make a good 95% of the dialogue work. Still there are those few bad lines that turn up throughout the film, and you can’t help but cringe. Yet the rest of the film is so mesmerizing that even this is quickly forgiven.

Soderbergh’s directing style feels effortless and strangely familiar. Some of this is because he has borrowed elements from the great modern crime-thrillers and made them his own. He takes the freeze-frame technique Martin Scorsese used so dramatically in Goodfellas and plays it down into a subtle form of punctuation. Parts of Out of Sight also feel distinctly Tarantino-esque, but much of this comes from the non-linear storytelling that Tarantino himself has often credited to Leonard and novelists of his ilk. The rest of the film’s magic is pretty much due to Soderbergh just being a damn classy director. Take his attitude toward some of the story’s more potentially gratuitous moments. In a certain grisly murder scene midway through the film, he backs away and declines to play up the shock value. Later, during the film’s one love scene, he refuses to let the sensuality turn predictably pornographic. It is both admirable and breathtaking that Soderbergh can refuse to "give us what we want" and, at the same time, manage to touch us emotionally at these moments.

Another reason for Out of Sight feeling a little like a Tarantino film has to do with so much of the creative atmosphere carrying over from the other two recent Leonard films. Out of Sight borrows producers and the screenwriter from Get Shorty as well as supporting actors from both films, creating a little "Elmore Leonard galaxy" within the Hollywood universe. Two major box office names from Jackie Brown even visit the film in priceless cameo roles. There’s also the feeling that Soderbergh may have just given a couple of careers each an adrenaline shot to the heart. Here we have a cast largely composed of actors who got their start on television and were still looking to make the big breakthrough with an unforgettable film. Well, now they’ve done it. You simply cannot poke fun at George Clooney anymore. And Jennifer Lopez, who started out as one of the "Fly Girls" on In Living Color, has managed to outdo former Fly Girl choreographer Rosie Perez by giving a performance with depth and avoiding the Latina character-actor trap. Then there’s Don Cheadle who did such a wonderful job on Picket Fences, playing the black lawyer in a white town. His performance here as Snoopy Miller is great, but here’s hoping this is his last role as a thug. Move him on to the big roles. Move them all on — it’s graduation day.