Steven Soderbergh's Out of Sight is a sexy, funny, cool breeze of a film, the kind of effortless Hollywood entertainment we haven't seen much of since Cary Grant got old. The source of this skewed romantic comedy – don't let the gun in the poster fool you – is a by-the-numbers Elmore Leonard best-seller that was published in 1996 to all the usual hoopla. Critics larded praise on the book, but what they were really extolling was Leonard himself, a durable, diverting crime novelist whose best work was written 25 years ago. Out of Sight is second-rate Leonard, but it has a nice cast of his by-now familiar idiosyncratic losers and a genuinely offbeat central female character – Karen Sisco, a federal marshal who favors Chanel suits and carries a Sig Sauer .38. Her dad calls her “the tough babe.”

The story kicks in with a man yanking his tie off and throwing it to the ground before crossing the street to rob a bank. The robbery goes smoothly, but the engine of his derelict getaway car floods. When next we see him, Jack Foley (George Clooney), getting tired somewhere in his mid-to-late 30s, is in the middle of an escape from the medium-security prison where he's meant to be doing 30 to life. Karen Sisco (Jennifer Lopez) first meets Jack when she stumbles across the prison break. The next thing the marshal knows, she's spooning with the con in the trunk of her car and talking about Robert Redford movies, “when he was young.” Jack ruins Karen's suit (he's covered in sludge after tunneling to freedom), sparks fly; she pulls a gun on him, bullets fly. The remainder of the movie is essentially con finds girl, girl hunts con down, girl finds con, or maybe he finds her.

Perhaps it shouldn't come as much of a surprise that the director of sex, lies and videotape has made the sexiest film since The Year of Living Dangerously, but Soderbergh's first film (eager Laura San Giacomo notwithstanding) finally seemed too committed to onanism to make its romantic couplings very convincing. Sex is usually bad in movies (especially when it's supposed to be “good”), but it isn't always the fault of the director. When it comes to movie coitus these days, most stars appear as if they'd rather be holding a mirror in bed instead of a partner. Lopez and Clooney, who seem too beautiful to generate heat, really do look like they want to devour one another; they're a wildly sexy match. Lopez, whose spectacular ass juts out as expressively as her swollen mouth, is terrific. Clooney, who's failed to convince in movies until now (he was charmingly facile in One Fine Day), here lowers his voice, affects a prison-yard lope and taps into some soul. He still relies on too many facial tics, but with time he could be a star.

There's something wonderfully unhip, even old-fashioned about Soderbergh's emphasis on romance rather than sex (Jack and Karen do get together, but not in the way you'd expect), and the way he plays down the story's violence. There's a surprising scene toward the end when Jack picks up a gun for the first time and shoots another man dead, but not before someone else has thrown a blanket over the guy, saving us from the sight of another movie corpse riddled with spent squibs. What's startling isn't the death, but the delivery. Not that Soderbergh shies away from splatter; in the same scene, a bad guy blows his own head off, and the violence is so absurd, so unlikely (a Three Stooges moment, really) that there's a level of pathos to it: It's a ridiculous death for a ridiculous man.

There's a kind of morality here, but it has less to do with Soderbergh's personal beliefs (or worse, some sort of code about the righteousness of gangsters) than a respect for the audience. What I love most about this film is the way it never condescends to us, infantilizing us with brute images and unsparing, wall-to-wall noise. Its shocks aren't delivered through amped-up sound, strobe edits and well-choreographed mayhem, but through fleshed-out, quixotic characters whose individuality isn't a matter of cute quirks but of spot-on dialogue and glittering performances. Clooney and Lopez are perfect for their roles; they gleam with the sort of movie-star luster that makes them irresistible. They're also surrounded by a supporting cast that makes them look even better: Don Cheadle as a scary crook called Snoopy; Isaiah Washington as Snoopy's even scarier brother-in-law, Kenneth; Steve Zahn as a doper ex-con named Glenn; Albert Brooks, almost unrecognizable, as a Michael Milken type; and, in a wonderful, ingratiating turn, Chameleon Street director Wendell B. Harris Jr. as an FBI agent aptly named Burdon.

Most movies these days try to knock us over the head with self-importance. Out of Sight creeps up, stealthlike, easing along on its impeccable craft and scenes so well tuned you don't even register how often the time-line kinks between the past and the present. (The screenwriter is the gifted Scott Frank, who also adapted Leonard's Get Shorty for the screen.) This isn't a profound film, or even an important one, but then it isn't trying to be; it's so diverting and so full of small, satisfying pleasures, you don't realize how good it is until after it's over.

One of the ironies of Hollywood's Golden Age is that films that didn't carry the imprimatur of quality were often better than those that issued forth from Broadway, literature or history, which is why Swing Time is better than The Sound of Music (Kern and Fields, Astaire and Rogers certainly help as well) and Out of the Past is better than almost anything else. Out of Sight isn't in the same league as that Robert Mitchum classic, but it has a similar low-key modesty.

It's old news that making movies in Hollywood is now often a matter of subsidiary markets rather than craft, never mind art; what is new is how many indie filmmakers have absorbed the studio logic. The difference is, instead of peddling tie-ins at Burger King or a $20 million star on the cover of Vanity Fair, these directors are selling themselves as auteurs, the next Tarantino or Paul Thomas Anderson. That's why nowadays you usually don't hear much about selling out; everyone who can, does. Out of Sight isn't a jolt of lightning like Boogie Nights, and it's formally less ambitious than the underrated Jackie Brown. Soderbergh isn't trying to blow us away with his film, and that's part of its appeal: It isn't calling out for attention, much less adulation. Like Leonard's, his goals seem more understated, or more sly.

In adapting the novel for the screen, Frank hasn't just appropriated the book, he's improved on it – paring back the exposition, mining the novel for quintessential Leonard-speak, and inventing sinewy, seamless flashbacks. Soderbergh and Frank aren't interested in letting their film go according to genre, at least not in a straight, connect-the-dots continuum. So the past keeps intruding on the present, shedding light though not ever really explaining how Jack went from here to there, and throwing hints as to why the film ends where it does, which is exactly where you want it to end anyway. After a while, it becomes clear what they're up to: Out of Sight isn't just another Leonard adaptation, it's the latest chapter in the ongoing Elmore Leonard movie that began with Pulp Fiction, continued with Get Shorty, and then Jackie Brown. Not that Soderbergh is trying to out-Tarantino Tarantino. Rather, he's riffing like one jazz man talking to another through the notes, pushing the standard as far as it can go before it breaks.

Soderbergh has something of a rep as an intellectual, at least for this town, and it's clear that he's not afraid to think. If there's nothing remarkable about his intelligence, there's nothing ponderous about it either. Even Kafka and last year's Schizopolis, his most obviously ambitious films and both duds, don't come off as pretentious but as earnest failures, the work of a filmmaker pushing himself into something, anything, different. In Out of Sight, Soderbergh plays with color, saturating his images with deep oranges and blues, gives his actors all the room they need, and vamps with the film's tone, its highs, its lows. That's what sets Soderbergh apart from so many of his contemporaries: He's not selling himself (you get the sense that after the spectacular success of sex, lies and videotape, he's turned off that road forever), he's just trying to make movies that mean as much to him as they do to the audience.

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